Secretarial Services

Company secretarial services

Company Secretaries play a vital role in Company Law, guiding top management through corporate transactions. They offer legal counsel and facilitate various corporate processes such as changing the company name or its objectives, relocating the registered office, appointing directors, transferring shares, mergers, demergers, capital issues, control acquisition, due diligence audits, compliance audits, and more. Their expertise ensures clear guidance on corporate law and provides essential legal advisory services for everyday corporate needs.

Services we offer as follows:

  • Change of name
  • Change of item
  • Shifting of register office
  • Change of directors
  • Expansion in authorized capital
  • Allocation of offers
  • Change of private to Public the other way around
  • Change of OPC to private and public the other way around
  • Mergers, Amalgamations, De mergers
  • Due diligence audit etc.,
  • Change of name of the company includes substituting process of reminder of affiliation. The update can be changed via passing an uncommon goal according to Section 13 of Companies Act, 2013.

Method for Changing Name of the Company

Board Meeting and Recording of Name:

  • We aid in preparing the notice for the Board meeting. The notice must be sent to all directors at least 7 days before the meeting.
  • Directors approve the resolution to finalize the names.
  • Authorized directors apply to the ROC (Registrar of Companies).
  • The company name is registered with the Registrar of Companies.
  • A General Meeting is called, giving a notice of approximately 21 days with an explanatory statement.
  • After General Meeting approval, the resolution is filed with revised MOA and AOA to the ROC.
  • Once approved, the necessary form is submitted to confirm the name change.

Shifting of register office

Relocating a company's registered office is often necessary to access new markets and opportunities. The procedure for this relocation varies based on the jurisdiction of the move.


Expansion in authorized capital

Steps:

  • Organize a Board Meeting to secure directors' approval for increasing the authorized share capital and issue the necessary Notice along with a detailed explanation as per Section 102(1) of the Companies Act, 2013.
  • Conduct a General Meeting and pass a collective resolution in accordance with Section 61(1) (a) of the Companies Act, 2013.
  • Submit the respective Forms with the Registrar of Companies (ROC) to convert from one entity type to another, like from OPC to Private Limited or Public Limited, etc.

One Person Company:

A One Person Company (OPC) is a company registered under the Companies Act, 2013 as a Private Limited entity with a sole member who acts as the head of the company. OPC offers several advantages similar to those of a Private Limited Company, where the legal status remains that of a private limited entity even with only one member.


Steps to change Public Limited over to Private Limited:

  • Summoning a board meeting: As per section 173(3) of the Companies Act, 2013, issue a notice to convene a board meeting.
  • Conducting the Board Meeting: The primary objective of the meeting is to secure the board's approval to amend the articles of association, subject to the approval of the Central Government. Set the date, time, and agenda for an Extraordinary General Meeting (EGM) to seek shareholder approval. Prepare, approve, and issue a Notice with explanatory statements according to section 102(1) of the Companies Act, 2013.
  • Holding an Extraordinary General Meeting (EGM): Conduct the EGM on the stipulated date to seek shareholder approval for changing from a public limited company to a private limited one, along with the alteration of the Articles of Association under section 14. Following the EGM, the company needs to submit various e-forms to the Registrar of Companies and conduct post-meeting formalities such as informing relevant authorities like Tax, Registrar, PAN update, and updating bank records.

Steps to change Private Limited over to Public Limited:

  • Section 14 of the Companies Act, 2013, in conjunction with section 18, outlines the process for converting an existing private company into a public limited company. Here are the steps involved:
  • Summoning a board meeting: As per section 173(3) of the Companies Act, 2013, issue a notice convening a board meeting. A notice period of about 7 days should be given to hold the board meeting. The main objective of this meeting is to obtain the board's approval to alter the company's articles of association, subject to the Registrar of Companies' approval. Determine the date and time for a General Meeting to seek shareholder approval. Prepare, sanction, and issue a Notice along with an explanatory statement in accordance with section 102(1) of the Companies Act, 2013.
  • Conducting an Extraordinary General Meeting (EGM): Conduct an EGM on the scheduled date to seek shareholder approval for the transition from a public limited to a private limited company, along with the alteration of the Articles of Association under section 14.
  • Post-EGM formalities involve submitting various e-forms to the Registrar of Companies and conducting post-meeting procedures such as informing relevant authorities like Tax, Registrar, PAN update, capital increase, and updating bank records.
  • For any change from Public Limited to Private Limited or Private Limited to Public Limited, the company needs to file an application to the Registrar of Companies using the prescribed form as per Rule 33 of the Companies (Incorporation) Rules, 2014.

Steps to Change OPC over to Private Company

There are two types of conversions: voluntary transition from OPC to Private/Public Limited, and mandatory change from OPC to Private/Public Limited.


Voluntary change of OPC to Private Limited or Public Limited:

  • An OPC registered under the Companies Act, 2013 cannot voluntarily convert to a Private Limited company before completing two years from its incorporation.
  • After two years from its incorporation, an OPC can convert to a Private/Public Limited company by submitting an application to the Registrar of Companies as per Section 18 and Rule 7(4) of the Companies Act, 2013.
  • Compulsory Conversion of OPC to Private/Public Limited and Vice Versa: According to Rule 7(4) of the Companies (Incorporation) Rules, 2014, if an One Person Company has a paid-up capital of Rs. 50 lakhs or more or an annual turnover exceeding Rs. 2 crores, it must convert into a Private Limited Company or Public Limited Company.
  • According to Section 173(3), convene a board meeting to obtain the Board of Directors' approval for the conversion from Private/Public Limited Company to OPC or vice versa. This conversion will occur by passing a special resolution in an Extraordinary General Meeting (EGM). However, in the case of an OPC with a single member, as there is no provision to pass a special resolution, recording the decision in the minutes by the sole member will be sufficient. After recording in the minutes, the company needs to file specific e-forms as per the Companies Act, 2013, to effect the conversion.

Change of article:

  • Updating the Memorandum of Association (MOA) signifies the constitution of the company, outlining its scope and activities. Altering the company's objectives requires a change in the MOA. This can be accomplished by passing a special resolution as per Section 13 of the Companies Act, 2013.
  • Convene a Board Meeting: Send out a notice seven days in advance for the board meeting. Seek approval from the board of directors to modify the objectives. Set the date, time, and venue for the General Meeting. Drafting a comprehensive explanatory statement for the General Meeting is an essential step.
  • Conducting the General Meeting: Pass a special resolution under Section 13 of the Companies Act, 2013, to amend the objectives as per the alteration clause. Following approval from the shareholders, our Company Law expert will file the necessary documents and forms. Finally, after complying with the relevant regulations, obtain approval from the Registrar of Companies for the changes.

Change of directors:

A company operates through its board, responsible for daily decision-making. While the company itself is a long-term entity, the composition of the board may change due to various reasons.

Directors may join, leave, resign, or be appointed by financial institutions as nominees, all regulated under the Companies Act in Sections 152, 161, 164, 168, and other relevant provisions. It's the company's duty to file necessary paperwork with the Registrar of Companies to enact these changes along with essential documents.


Steps:

A director is appointed solely through a GENERAL MEETING. If any director leaves, resigns, or passes away, the board will pass a BOARD Resolution to appoint an Additional Director. This appointment should be regularized in the Annual GENERAL MEETING.


Direct a Board Meeting:

  • Draft a Board Resolution according to Appointment/Resignation/Change in Position and obtain approval from the Board of Directors.
  • To formalize this resolution, necessary forms must be filed with the Registrar of Companies within 30 days of passing the resolution.
  • For such appointments, the company needs Assent, Declaration, and Undertaking letter from the board of directors acting as an Officer of the company.
  • For Resignation process, the company should obtain a proper Resignation letter from the Directors and should acknowledge the same for the appointment.

We specialize in Secretarial Procedures and possess extensive expertise in handling sections and appointments per the Companies Act, 2013. We offer assistance in maintaining updated records of Directors and their roles in a company, providing comprehensive secretarial documentation.


Resolutions to be filed with ROC:

In the evolving business landscape, managing a successful business and fostering its growth isn't an easy feat. It involves a myriad of ideas, perspectives, and innovations to enhance your business. Fulfilling financial needs is crucial for business sustainability, whether it's expanding operations, making acquisitions, or investing in various ventures.


List of matters or resolutions to be filed with Register of Companies

  • Section 94(1) of Companies Act, 2013 - Proposed resolution for maintaining records and returns at a place other than the company's registered office.
  • Section 117(3) of Companies Act, 2013 - Special Resolutions affecting changes in the Memorandum of Association and Articles of Association or any other instances.
  • Resolutions that require unanimous consent among all company members to be effective, emphasizing the rising significance of resolutions in decision-making processes.
  • Any resolution by the Board of Directors or agreement executed by a company related to the appointment, reappointment, or renewal of the appointment of a managing director.
  • Resolutions or agreements agreed upon by a class of members, binding if not unanimously consented to, typically by a majority agreed upon by the board.
  • Resolutions for voluntary winding up passed in accordance with sec. 304 and other resolutions passed under sub-section (3) of section 179.
  • Any other resolution or agreement as prescribed and placed in the public domain.
  • Section 179(3) of Companies Act, 2013:
  • Decisions on shareholders regarding unpaid amounts on their shares.
  • Authorization for security repurchase under section 68, issuing securities, raising funds,
    • investing company funds, extending loans, providing guarantees, or offering security for loans.
  • Approval of annual financial statements, reviewing the Board's report, and periodic financial statements or outcomes due to company expansion.
  • Authorizing amalgamation, merger, or takeover of another company.
  • Sections 182, 203, 204, 184, and 76 of Companies Act, 2013 - Referencing various key corporate decisions and appointments related to political contributions, appointment and removal of key management personnel, appointment of a secretarial auditor, disclosure of directors' interests and investments, and management of public deposits.

We, at Earnlogic, comprise company law experts dedicated to assisting you in drafting resolutions, ensuring their approval by the board, and filing the necessary applications with the Registrar of Companies (ROC).


Allocation and Dispensation of Shares.

Every company aims to raise its capital when required for business growth. This involves the founders obtaining funds for the company's expansion. Various methods exist for the allocation of shares.


Method for Rights issue:

A rights issue happens when a company intends to increase its issued capital by offering shares to its current shareholders, who have the option to renounce these shares.


The means to assignment of offers are as per the following:

Call a Board meeting to draft and issue an offer letter to all existing shareholders. This letter should remain open for a minimum of 15 days and a maximum of 30 days. Pass a board resolution approving the rights issue and the offer letter. Another Board Meeting should be held to approve the issue of shares via the rights issue.


Transfer and Transmission of offers:

  • The transfer of a deceased individual's shares in a company, handled by their legal representative, is regarded as an automatic transfer by law. This transfer is recorded by the company in its Register of Members.
  • For transfers by law, there's no requirement for a transfer deed. A straightforward application by the legal representative, accompanied by specific documents, suffices: a. certified copy of the death certificate; b. Succession certificate; c. Probate; d. Signature sample of the successor.
  • However, the transfer of shares involves moving existing shares to a new or existing member via a mandatory Transfer Deed. As per Section 56, the company won't register a share transfer unless the member submits the appropriate application using the transfer deed in Form NO SH 4.

Registration of charge and satisfaction of charge:

Becoming a successful entrepreneur and establishing a robust business often requires significant resources to invest in building, expanding, and developing products and ventures. Many businesses require financial support in the form of loans or credits from banks and financial institutions. When a company secures a loan or credit, it needs to register the loan amount by submitting necessary documents to the registrar of companies. Likewise, when the company pays off its loans, it must inform the registrar of companies by fulfilling its financial obligations.


Steps for Enrollment of charge and satisfaction of charge.

  • Arrange a Board Meeting: Obtain approval from the board of directors to secure a loan, as mandated by section 77. Upon approval, it becomes the company's responsibility to register the loan details through an instrument agreed upon by both the company and the lender. Necessary forms should be submitted to the registrar of companies within 30 days. In case of failure within the stipulated period, the filing can be made within 270 days along with the prescribed additional fee, upon satisfactory justification for the delay.
  • Upon payment or complete satisfaction of any registered charge, the company must inform the Registrar within 30 days from the date of payment or satisfaction. Following this, the company should file the requisite forms along with the satisfaction letter from the financial institution to the registrar of companies within 30 days, as per section 77 of the Companies Act, 2013.