ROC Compliances for Pvt Ltd / LLP / OPC Companies

• ANNUAL COMPLIANCES

ANNUAL COMPLIANCES FOR PRIVATE LIMITED COMPANIES

The benefits of a private limited company, such as the ability to raise capital easily and accommodate shareholders, come at the cost of greater compliances.

The majority of small businesses do not fulfill their requirements of compliances in their opening years and they end up paying heavy penalties (up to Rs. 1 lakh per year) for failing to do so. In the worst case, such companies and their directors are even blacklisted for a short period of time.

• Various business entities let their compliance requirements pile up, even though checking them requires much less effort. When opting for an investment or a bank loan, business when compliant with the Registrar of Companies (ROC) requirements serves helpful for the same.
• The business must run in accordance with the laws in force.
  
  CHANGE IN AUTHORIZED CAPITAL

The maximum number of shares a private limited company can issue is decided by its authorized capital. To issue new shares or to raise the capital, the capital clause of the Memorandum of Association must be amended by passing a special resolution of the board.

The authorized capital of a Company states the number of shares a Company can issue to its shareholders. Increase in authorized capital might be required for issuing new shares and/or inducing more capital into the Company. In relation to a company, certain amount is mentioned in the capital clause of the Memorandum of Association of the company. Up to this amount the company can raise capital. If the company needs more capital, then the capital clause has to be amended by passing a special resolution at a meeting by the members.

ADVANTAGES

• ISSUING SHARES TO EXISTING PROMOTERS

If the business is increasing the authorised capital and issuing new shares to existing promoters, a board meeting has to be called and Form PAS-3 must be filed with the Registrar of Companies (ROC), declaring the allotment of shares.

• ISSUING SHARES TO NEW SHAREHOLDERS

It is a complicated procedure, which necessitates a valuation report certified by a chartered accountant.

• Change in Directors
• Change in Share-Holders
• Change in MOA & AOA
• Change in Registered Address

Change in Registered Address

The Registered office of a company or an LLP is the principal place of business activities, where all the official communication and reminders from will be sent to the mentioned location. The registered address must always be an effective address to avoid any delays as it is important that all correspondence sent to this address is dealt with promptly.

MODES TO CHANGE REGISTERED OFFICE:

• From one place to another within limits of the same city.
• Business place outside local limits but within the same state under the jurisdiction of the same ROC.
• Change in office from the jurisdiction of one ROC to that of another ROC.
• Different states.

To change a registered office within local limits, or town, a notice of change should be given to the respective registrar within 30 days of such change. In case the registered office is to be changed from one town or city to another within a state then, a special resolution should be passed.

But when the registered office is to be changed from one state to another then a confirmation of the special resolution from company law board is required. Also in addition, an advertisement in newspaper proposing the concerned change and notice is to be given to the state government by the applicants.

PROCEDURE FOR CHANGING OFFICE ADDRESS

The concerned director must inform the Ministry of Corporate Affairs (MCA) within 30 days from the date of change in registered office, by submitting the necessary forms; that the address of the business has been changed.

• Change in Name

Change in Name

The name of the company can be changed by the promoters after incorporation. The change in the company name will not have any impact on the corporate entity or its existence. Therefore, all the assets and liabilities of the business would continue to exist, while only the name of the company has been changed. A company can change its name in case of change of promoters, business model change or rebranding. A company can change its name after the approval of shareholders in the general meeting & by making necessary filings with the Ministry of Corporate Affairs.

If the Ministry of Corporate Affairs (MCA) accepts the application, a new certificate of incorporation (CoI) will be issued. After obtaining the incorporation certificate, changes must be made to incorporate and change the MOA and AOA of the company as well.

PROCEDURE FOR CHANGING THE COMPANY NAME

• The board must pass a resolution selecting the new name of the company. This new name must align with the guidelines given by the RoC.
• Get the approval from RoC in this regard.
• Once the RoC approves, the company can switch to its new name.

ANNUAL COMPLIANCES

ANNUAL COMPLIANCES FOR LLP

Limited liability partnerships (LLPs) have lesser annual compliances to deal with, in comparison to private limited companies. LLPs must file information related to the financial statement of accounts (LLP Form 8) and annual returns (LLP Form 11) on annual basis. Penalties are huge for failures to comply. Entities will be fined heavily, with penalties going up to Rs. 5 lakhs in some cases if they fail to do so.

• Various business entities let their compliance requirements pile up, even though checking them requires much less effort. When opting for an investment or a bank loan, business when compliant with the Registrar of Companies (ROC) requirements serves helpful for the same.
• The business must run in accordance with the laws in force.
• CHANGE IN CONTRIBUTION

CHANGE IN CONTRIBUTION IN A LLP

Contribution of capital is not all about investing money, but it also includes tangible & intangible properties and other forms like negotiable instruments example; bills of exchange, promissory notes.

Change in capital contribution needs amendment in the LLP agreement. E-form 3 must be filed with ROC within 30 days from the date of modification in the capital contribution mentioned in the LLP agreement along with the minutes of the meeting where the decision has been taken.

It is mandatory to disclose the amount of contribution made in the LLP account. If the contribution is received in a form other than cash, it has to be valued by a registered value example; a practising cost accountant or any value approved by the government.

Change in contribution in LLP does not lead to any change in the profit-sharing ratio (PSR) of the partners unless it is specified in the LLP agreement. Stamp duty must be paid on an increase in the contribution made.

• Change in Partners
• Change in Registered Address
• Change in Partnership Deed

Change in Partnership Deed

Under Section 58 of the Partnership Act, 1932 a firm can be registered at any time, not necessarily at the time of its formation but subsequently also by the filing of an application with the Registrar of Firms of the concerned area where the partnership firm is situated.

When the Registrar of Firms is satisfied that the provisions of section 58 have duly complied, it shall then issue a Certificate of Registration.

But during the course of the business, many situations may arise like;

• The place of business may change. (change of address)
• The partners may decide to change the name of the Firm.
• There may be admission or removal of the partners in the Firm.
• The old partners may resign the Firm.
• The minor Partner entered at the time of the constitution of the firm may attain the age of majority.

The Partners are then bound to inform the Registrar of Firms about such changes in the Partnership Firm. Consequent to which they need to draft a new Partnership Deed as per the changes and must again file the application along with required documents to the Registrar of Firms with the applicable fees mentioned.

Under section 63 (1), when any change happens in the constitution of the firm, if a registered firm is dissolved, any person who was a partner immediately before the dissolution of the agent of any such partner or person specially authorized on his behalf, may give notice of such a change to the Registrar of firms, specifying the date thereof.

Under Section 63(2), when a minor who has been admitted to the various benefits of partnership attains the age of majority and elects to be or not to be a partner in the firm, he or his appointed agent (specially authorized) in this regard, may give notice to the Registrar of firms that he has or has not become a partner in the firm.

The following forms are accepted for various amendments in the original Form-A and Form-C:

PROCEDURE FOR CHANGES IN THE CONSTITUTION OF THE FIRM

• Drafting of a new Partnership Deed according to the changes in the constitution of the Partnership Firm.
• Filling of the concerned Form (Bold Letters) as per the requirement is given in the above table.
• Payment of the Challan Fees with the respective Bank.
• Submitting of the application with the concerned Registrar of Firms of the State along with following Documents:

Copy of the Old Partnership Deed duly attested by the Notary of the concerned town where the Registered Office of the Firm is located.

Copy of the New Partnership Deed (at the time of Changes in the Constitution of Firm) on a stamp paper duly attested by the Notary of concerned town where the Registered Office of the Firm is located.

Passport sized photographs & Identity Proofs of all the partners, along with the newly admitted partners, if any, duly attested by Notary, Officer.

Copy of the Challan receipt deposited in the Bank.

If the place of business has been changed then Ownership proof of the new place of business.

Copy of the Certificate issued at the time of the constitution of the Firm, duly attested by Notary or any Gazette Officer.

• Change in Name