The following is the technique for moving the RO from one state to another:
|➤ Draft the company's memorandum and articles of incorporation|
|➤ Hold a board meeting with the directors, in accordance with the ICSI requirements for board meetings outlined in SS-1, and have the notification calling for the EGM signed by the directors|
|➤ Call an EGM of shareholders and have the members vote on a specific motion to alter the company's Memorandum of Association (MoA). A special resolution is a decision made by more than 75% of the voting rights|
|➤ Submit a certified copy of the resolution to the RoC in form MGT-14 together with the stipulated fee within 30 days after the resolution's passage|
|➤ Submit an application to the federal government in form INC 23 asking approval for a change in the MoA in relation to the move|
|➤ 30 days before the hearing, the application must be advertised in two newspapers, one in English and one in the state's primary language|
|➤ Mail the notice of application to all creditors and debenture holders, the registrar, the chief secretary of the state|
|➤ If anyone objects, provide a copy of the objection to the federal government or regional director (RD) on or before the hearing|
|➤ If no objections are presented, the RD will issue orders without a hearing. The RD may ratify the modification by placing an order with or without conditions. 10. File form INC 22 with both RoCs together with supporting documentation. After that, submit form INC-28 to the RoC within 30 days of the order's issuance to make it effective|
Companies that relocate the RO inside the city or town borders may do so without the authorization of the shareholder or any other authority. However, they must inform the registrar of the change in e-form INC-22, together with other appropriate papers and a fee, within the prescribed number of days.
Companies that relocate the RO beyond the municipal borders but within the same state must get shareholder permission through special resolutions.
Directors are selected by a company’s shareholders to oversee the company. A Private Limited Company must have at least two Directors, whereas a Limited Company must have at least three Directors. A Limited Liability Partnership (LLP), on the other hand, has Designated Partners, and the Limited Liability Partnership Act, 2008 requires each LLP to have at least two Designated Partners. Appointing or removing a director or Designated Partners is thus necessary for a variety of reasons. Themis Partner can assist you with submitting the appropriate paperwork to add or remove a Director or Designated Partner from your firm.
The following procedures must be taken in order to effect the share transfer:
|➤ Obtain a share transfer deed in the format specified|
|➤ Sign the share transfer deed by the Transferor and Transferee|
|➤ Stamp the share transfer deed in accordance with the Indian Stamp Act and the State Stamp Duty Notification|
|➤ Have a witness sign the share transaction deed with his or her name, signature, and address|
|➤ Deliver the transfer document and the share certificate or allocation letter to the Company|
|➤ The corporation must process the documentation and, if accepted, supply the transferee with a new share certificate|
Before initiating the procedures for expanding the authorized share capital.
|➤ Verify the Company's AOA|
|➤ Hold a Board Meeting by sending notice to Directors|
|➤ Obtain consent from the Board of Directors and the company secretary present at the meeting to distribute the notice of the Extraordinary General Meeting to the shareholders|
|➤ Fill out the form SH7 within 30 days of the ordinary resolution being passed|
The specified government charge for the permitted capital must be paid, as well as the papers listed:
|➤ Notice of the General Meeting|
|➤ A true and authorized duplicate of the regular resolution|
|➤ A revised Memorandum of Association (Which depicts the higher authorized capital)|
If the procedure outlined in the Companies Act and the Companies Rules is followed to increase the company’s authorised capital, the registrar will approve the filing and increase the company’s authorised share capital. The MCA site will be updated with the new authorised share capital.
|➤ Approve EGM Special Resolution|
|➤ Draft a Minutes of Meeting mentioning all details about the new company objective(s) as the justification of the change and the estimated financial impact on earnings and cash flow|
|➤ MGT-14 must be submitted to RoC|
|➤ New certificate of organization is issued|
|➤ Including an object phrase in the MoA and AoA|
The process of establishing a company’s presence in India begins with incorporation, which includes everything from strategy to execution to compliance. This three-pronged approach enables us to provide comprehensive company secretarial services in a non-traditional manner, assisting foreign entrants in India in developing a flexible yet robust business methodology with future scalability.
A business entity can be formed in a variety of ways, depending on the short- and long-term presence an organisation wishes to establish in India. Although the type of project workplaces and liaison offices may encourage short-term involvement, long-term presence includes a wholly owned corporation or a cooperation such as an LLP to be incorporated.