Annual compliance​

Annual Returns Filing With ROC

Every Incorporated company in India must file annual returns with ROC every year. Filing Annual returns is a compulsion for all entity types, including private limited, limited company, one person company and section 8 company. Annual filing requires conducting an Annual General Meeting and filing annual accounts with ROC. Annual General Meeting is held within six months from the end of the financial year, i.e. 30th September every year. In the case of new companies, the first AGM should be held within 18 months from the date of incorporation or nine months from the close of the financial year, whichever is earlier. Companies Act 2013 mandates that your financial year should start from 1st April and end on 31st March.

A company must file three forms with ROC. MGT 7 contains details of shareholding structure, change in directorship, and details of the transfer of shares during the year. AOC4 includes details and annexures relating to the Company’s Balance Sheet, Profit & Loss Account, Compliance Certificate, Registered Office Address, Register of Member, Shares and Debentures details, Debt details, and information about the Management of the Company. ADT 1 is filed for auditor appointment.

Service Covered
  • Secretarial services of preparing board resolution, post AGM
  • Yearly filing of MGT-7, AOC-4 for Pvt Ltd Company
  • Disclosure of Interest by director (Form MBP-1)
  • Assistance in appointment of Auditor, if required
Who Should Buy
  • Companies want to comply to the Annual Compliance as mandated my ROC/MCA
How It’s Done
  • Purchase the plan
  • Share the documents/details as requested by us.
  • We shall prepare the documents as required & get signed by you.
  • Prepare the form as applicable & file it.
Documents Required
  • Bank Statement of the Company along with mentioning nature & party to whom paid or received (If not already audited & needs to be audited by us)
  • Shareholders & Shareholding Details of the company. (Including any transfer of shares, if any)
  • Bank Account Number & IFSC of All Active Bank Accounts.
  • Resignation Letter from Previous Auditor & Challan of Form ADT-3, if any
  • DSC Tokens of the Directors.
  • Email & Contact Number of the Company
  • Copy of MoA, AoA, COI
  • Copy of board resolution
  • List of shareholders with holdings
  • Details of board composition
  • Last year’s tax return
  • Particulars of penalties or compounding offences (if applicable)

Choose your Company Type to proceed further

Annual Filing of Public Limited Company with ROC

A private limited company that has been incorporated in India must ensure the compliances concerning the Companies Act, 2013 are adequately met. The Companies Act, 2013 regulates the appointment, qualification, remuneration, and retirement of the Company’s Directors and other aspects such as conducting board meetings and shareholder meetings.

The RoC compliance for registered Private Limited Companies is necessary. Irrespective of the total turnover or the capital amount, the company must comply with the annual compliance requirement.

Annual Filing of Private Limited Company with ROC

A Public Limited Company has been defined under Section 2(71) of the Companies law. Public Limited Company offers shares to the general public and has limited liability. A Company which is a subsidiary of a public company shall be deemed to be a public company for the purpose of this Act even where such subsidiary continues to be a private company in its articles.

Classification:

Listed Company: A Listed Company is a company as defined in Section 2(52) of the Companies Act, 2013 It is a company the shares of which are listed on the recognised stock exchange. People can buy or sell the shares of Listed Company through the platform of on the recognized stock exchange. It is recognise as listed Company due to the reason that it get its capital after getting listed on recognised stock exchange through IPO.

Unlisted Company: An unlisted Company has nowhere defined in Companies Act, 2013. It can be a Public Limited Company or can be Private Limited Company. As the name suggest no shares of the unlisted companies are available to the general public for investment purposes.

File the Annual Returns for your Private Limited Company Now
 
Annual Filing of Nidhi Company with ROC

Every Nidhi Company is required to File Form NDH-3 with ROC within 30 days from the close of each half year. i.e. 30th April for the half-year ending on 31st March and 30th Oct for the half-year ending on 30th Sept. Form NDH-3 contains the details of Number of Members admitted during the half-year, a number of members ceased to be members and a total number of members as on the date, Loan granted by Nidhi company along against the particular security and Deposits accepted by the Nidhi company form its members. Form NDH-3 should be certified by Company Secretary of CA , CMA in Practice.

File the Annual Returns for your Nidhi Company Now
 
Annual Filing of Section-8 Company with ROC

Every company incorporated in India is required to file an annual return. The E-form filing, along with the necessary papers, must be submitted to MCA. All companies registered under the Companies Act, 2013 or earlier, such as a private limited company, a one-person company, a limited company, and are required to file an MCA annual return and an income tax return for each year, regardless of whether they are active or not. Section-8 corporations must hold an Annual General Meeting at the conclusion of each fiscal year and file financials and an annual return with the Ministry of Corporate Affairs in order to be in compliance.

Annual Filing of One Person Company with ROC

Every company registered in India, including private limited, limited company, one person company and section 8 company must file annual returns with ROC every year. OPC is required to hold an annual general meeting, and annual accounts with ROC is required. Companies Act 2013 mandates that your financial year should start from 1st April and end on 31st March. As far as the OPC Annual Filings (OPC Annual Compliances) are concerned, these are just fewer as compared to those required by a private or public limited company.

  

Annual return consists of information and documents that include the Balance Sheet of the Company, Profit & Loss Account, OPC Compliance Certificate, Registered Office Address, Register of Member, Shares and Debentures details, Debt details and information about the Management of the Company. The annual return would also disclose the shareholding structure of the Company, changes in Directorship and details of transfers of securities.

Annual Filing of LLP with ROC

LLPs are required to file Form – 8 with ROC within 30 days from the end of the six (6) months of the financial year i.e by 30th October of the next financial year. In this form the LLP has to report the assets, liabilities, profit & loss generated during the year. The form has to be signed by the designated partners and practicing professionals.

LLPs are required to file Form – 11 with ROC by 30th May of the next financial year. In this form summary of management affairs, details of partners and their contribution is provided. The form has to be signed by the designated partners and practicing professionals.

Annual Filing for Companies with ROC/MCA

Every company is required to file the annual accounts and annual return as per The Companies Act, 2013 within 30 days and 60 days respectively from the conclusion of the Annual General Meeting. The ROC filing of annual accounts is governed under Section 129(3), 137, of The Companies Act, 2013 read with Rule 12 of the Company (Accounts) Rules, 2014 and annual return is governed under Section 92 of the Companies Act,2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014.

The procedure of ROC filing the annual return and annual accounts can be easily understood by the following process:

  1. Hold a Board Meeting to
  2. Authorize the auditor for the preparation of financial statements as per Schedule III of the Companies Act, 2013.
  3. Authorize the Director or Company Secretary for preparation of Board Report and Annual Return as per the Companies Act, 2013.
  4. Hold another Board Meeting for approving the draft financial statements, Board Report and Annual Return by the directors of the company.
  5. Conduct the Annual General meeting of the Company and pass the necessary resolutions. Please note that the financial statements are considered final only when the same is approved by the shareholders at the General Meeting
ROC E-filing Process on MCA (www.mca.gov.in)

1. Download the forms as per above table (i.e. AOC-4 and MGT-7) from the MCA website under :

  • MCA services menu ====> E-filing===> Company Forms Download.

⇓

2. Fill the appropriate E-forms applicable of your company and attach the pdf or XML documents as per the requirement of the form ===> Press Check form ===> Attach the Digital Signature of the Director and Practicing professional (if applicable; exempted for OPC and small companies) ===> Now do pre-scrutiny.

⇓

3. Get yourself registered on MCA portal as a Business User or registered user. After getting registered on the portal, login with your ID and password.

⇓

4. After login go to upload E-forms ===> Browse the filled and signed form from your system’s location.

⇓

5. After uploading the form, the system will automatically generate a payment window.

You have two options:

  • Pay Later and save the challan generated and pay within the due time
  • Pay using internet banking or debit/credit card facility simultaneously and save the payment challan for future reference.

6. After doing this complete process, you can track the transaction status of your form under MCA services menu. What you need to do is just put the SRN no. generated in the challan and you will be able to know whether your form is approved or for pending for approval.

General Points to be Kept in Mind while Doing The Annual ROC Filing
  • The notice of Board Meeting should be sent to all the directors before 7 days and acknowledgement for the same should be taken.
  • As per Section 134 of the Companies Act, 2013 the financial statement, including consolidated financial statement, if any, shall be signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be the managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director.
  • As per Section 101 of the Companies Act, 2013, a clear 21 days’ notice for the general meeting shall be given to all the members, legal representatives of any deceased person, auditor, and every director of the company by physical or electronic mode. The notice should also contain the location map of the venue of the general meeting as per Secretarial Standards and should be placed on the website if any.
  • The company shall prepare its books of accounts and keep at its registered office. If the company chooses to place at any other place, then the company will have to file AOC-5 by passing a board resolution.
  • While uploading the forms, care should be taken that the form is the latest version as provided on the MCA.

Due Date for ROC Annual Filing

ROC i.e. Registrar of Companies requires all the businesses registered in India to file certain forms every year. Irrespective of their structure, businesses in India are required to adhere to these compliances. Hence, be it Private Limited Company, Public Limited Company, Limited Liability Partnership, Section 8 Company, Nidhi Company etc shall have to keep a track of all the ROC Filing Due Dates every year. It is important for all the Companies and LLPs registered in India to comply with the ROC Annual Filing Compliances under the Companies Act, 2013 and Limited Liability Partnership Act, 2008 respectively. There are both annual and event based compliances that requires ROC Filing accordingly.

Change a Director

A stakeholder of a Company or LLP is a person directly or indirectly related to the Company/LLP. Here, we shall be using the term mainly for Director or Partner of a Company or LLP, respectively. Director is, however, a person elected by the shareholders for managing the company’s affairs as per the Memorandum of Association and Articles of Association of the company. Since a company is an artificial judicial person created by law, it can only act through the agency of natural persons. Thus, only living persons can be Directors of a company and the management of a company is entrusted to the Board of Directors. Appointment of Directors is required from time to time based on the requirements of the shareholders of the business.

This plan includes the following as well:

  • Addition of Director in a Private Limited Company
  • Removal/Resignation of a Director from a Private Limited Company

Services Covered

  • Obtain Digital Signature for new director
  • Obtain DIN for new director
  • Drafting of director appointment letter , Disclosure of interest, Board Resolution
  • Filing of DIR-12

Who Should Buy

  • Companies that want to appoint/remove director(s).

  • Companies that need assistance in quickly completing the director change process with perfection

How It’s done

  • Purchase the plan

  • Provide details required for obtaining the Digital Signature and DIN

  • Receive DIN and Digital signature

  • Get secretarial services to draft director appointment letter, resignation letter, disclosure, resolutions

  • Witcorp files DIR 11 & DIR-12 on your behalf

Documents Required

  • Name, Contact Number and Email Id of all the Stakeholders.
  • Directors Identification Number, if already.
  • Self Attested PAN, Aadhar & Passport size photo of all the Stakeholders.
  • Apostilled Passport, Mobile Bill and other KYC docs in case of NRI Stakeholder.
  • Specimen Signatures of all Stakeholders.
  • New Shareholding pattern (50:50 or 60:40) between the Stakeholders.

Frequently Asked Questions

How many types of Director are there in a company?

The following are the types of Director in Company:

Managing Director

A “Managing Director” means Director who, by Articles of Association of a Company, is designated to this post. An MD can also be appointed by an agreement or a resolution passed in its general meeting. The Board of Directors of a company can also choose an MD entrusted with substantial powers of management of affairs company.

Ordinary Director

An “Ordinary Director” is a Director who attends a company’s board meetings and participates in the matters put before the Board of Directors. These Directors are neither whole-time Directors nor Managing Directors.

Additional Director

An Additional Director is someone appointed by the Board of Directors between two annual general meetings subject to the Articles of Association of a Company. Additional Directors shall hold office only up to the date of the next annual general meeting of the Company. The number of Directors and additional Directors of a company together shall not exceed the maximum strength fixed for the Board of Directors by the Articles of Association.

Nominee Director

Banks and Private Equity investors who grant debt or equity assistance to a company generally impose a condition as in the appointment of their representative on the Board of the concerned Company. These nominated persons are called nominee Directors. In an OPC, a nominee Director is nominated by the sole Director to take over the affairs in case of death or incapacitation of the sole Director.

Professional Director

Any Director possessing professional qualifications and do not have any financial interest in the Company are called Professional Directors. In large companies, Professionals are sometimes appointed to the Board to utilise their expertise in the management of the Company.

Alternate Director

Alternate Director is someone appointed by the Board of Directors in a general meeting to act for a Director called the “original director” during his absence for not less than three months from India. Generally, alternate Directors are appointed for a person who is a Non-Resident Indian (NRI) or for foreign collaborators of a company.

Executive Director

An Executive Director (ED) is someone in full-time employment with the company. Sometimes also known as a whole-time Director.

1.What is a Director Identification Number?

Obtaining DIN has been made mandatory as earlier people would incorporate companies such as chit funds, raise money from people, and cheat people. Now Ministry keeps the DIN database to map all the people who hold director positions in any company.

Director Identification Number (DIN) is an 8-digit Unique Identification Number allotted to all existing and new directors. It is a mandatory requirement, and without DIN, no person can become a director. The DIN directory contains all information regarding the directors, such as their name, PAN number, and present address. Any change in the address or other information needs to be updated immediately.

2.Is there any limit on the number of Directors in a Company ?

Only an Individual (living person) can be appointed as a Director in a Company.A body corporate or business entity cannot be appointed as a Director in a Company.A company can have a maximum of fifteen Directors – it can be increased further by passing a special resolution.

Minimum Number of Director in Company are as follows:

3.What are the conditions/eligibility to be a director ?

The Director of a company is a person elected by the shareholders for managing the company’s affairs as per the Memorandum of Association and Articles of Association of the company. Since a company is an artificial judicial person created by law, it can only act through the agency of natural persons. Thus, only living persons can be Directors of a company and the management of a company is entrusted to the Board of Directors. Appointment of Directors is required from time to time based on the requirements of the shareholders of the business.

4.What does a Director in a Private Limited Company mean ?

Companies Act, 2013 defines the term “Director” as someone appointment to the company’s board. The Board of Directors means a group of those individuals elected by the shareholders of a company to manage the company’s affairs. Since a company is an artificial legal person created by law, it is necessary to act only through the agency of natural persons. It can only work through human beings, and it is the Directors through whom mainly the company operates. Therefore, a company’s management is entrusted to a body of persons called the “Board of Directors”.

Another meaning of Director is who administers, controls or directs something, especially a commercial company member. A person who supervises, controls or manages a commercial establishment formed by an act of parliament. A person elected by the company’s shareholders to direct the company’s policies; a person appointed or elected according to law authorised to manage and control the affairs of a company.

5.What is the Residency requirement for a Director ?

Absolutely nothing is mentioned in the Companies Act, 2013 that prohibits any foreigner or NRI as a Director of a Company. However, Section 149(3) provides that. There is no residency requirement mentioned, but every company shall have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two days in the previous calendar year.

What is the process to remove a Director?

Basic Prerequisite

The most common requirements in the laws ordained involve providing the defendant or defaulter with an opportunity of being heard. It is no different with the removal of a director. The director must present his side before initiating the removal process.

Issue of Notice

The process of removal gets initiated by way of a notice served to contain the agenda. This notice must be processed by shareholders holding a minimum voting power of 1%; or who owns shares on which an aggregate sum of not more than Rs 5,00,000 has been paid upon the date of the notice. Such a notice, known as a special notice, must be signed by all the members. The special note must be delivered to the company at least 14 days before the meeting date, resolved. It may be delivered earlier but wouldn’t be valid if issued before three months of the meeting date.

Notice to members

The Director who is entitled to be heard at the meeting should be sent a Notice copy.  Director concerned must also be sent a notice, whether or not he is a company member. The notice must be served to the Director a week before the meeting date. Alternatively, suppose the shareholders cannot deliver the notice due to any reasonable circumstances. In that case, it can be published in two newspapers, one in English and the other in the regional language. In addition to this, the notice must mandatorily be posted on the company’s website, if it maintains any. A Notice copy must also be posted on the website seven days before the meeting date.

Representation in writing

The concerned director can make a representation in writing to the company against the notice of removal. He/she is also entitled to plea to the company to send the representation to all the members. Also, the members must be notified of the representation through a notice. If the company cannot send copies to all the members, the director may request that the representation be read out at the meeting. The director is entitled to rights in addition to and without prejudice to his right to be heard orally.

Notice to members

Suppose the organisation or any aggrieved person decides against sending the representation to the members or reading it out in a meeting. In that case, they can apply to the Tribunal, requesting a nullification of the process. Further, the director is also bestowed with the right to issue an order demanding the director cover the cost of application borne by the company. The Tribunal is entitled to annul the process if it finds that the director uses this right to secure unnecessary publicity for the defamatory matter.

Changes In Memorandum Of Association

Service Covered
  • Any alteration in the MoA
  • Secretarial assistance in drafting of Board Resolution and drafting of the Special Resolution
  • Filing of MGT 14 to MCA
Who Should Buy
  • Any Company who wishes to alter/ amend/ change their Memorandum of Association
How It’s Done
  • Purchase the Plan
  • Witcorp Experts will draft the new MOA for you after consulting you.
  • Witcorp experts file MGT 14 on your behalf and pay the stamp duty!
Documents Required
  • Name, Contact Number and Email Id of Authorised Director.
  • Directors Identification Number, if already.
  • Self Attested PAN, Aadhar & Passport size photo of Authorised Director
  • Specimen Signatures of Authorised Director
  • New Object/New Name or whatever changes are needed to be done.
  • DSC of the Authorised Director.

Frequently Asked Questions

1.What is Memorandum of Association?

A Memorandum of Association (MoA) represents the charter of the company. It is a legal document prepared during its formation and registration process to define its relationship with shareholders. MOA specifies the objectives of company formation. The company can undertake activities mentioned in the MoA. As such, the MoA lays down the boundary beyond which the company’s actions cannot go.

Referred to as the constitution or charter of a company, a Memorandum is an essential primary document for incorporating a company. The “Memorandum of Association” is a document formulated and signed by the founder members on registering and establishing a company. In addition, MOA provides details like initial shareholders, the company’s name, the registration state, the purpose of formation of the company, the authorized capital (if any), and its members’ liability.

2.How does shifting of Registered office affects the MoA?

Change is MOA is a mandatory part to transfer registered office from one State to another. Some reasons for registered office address change are:

👉 Professional Point of View

👉 Economic point of view

👉 Personal or professional vantage point;

👉 to look for a new point of presence;

👉 to Emphasize on already existing objects;

👉 sell a business;

👉 to merge with other company or person.

If the registered office shifts from one State to another State, a special resolution needs approval. Company Law Board  Approval is also required. The CA will file the Updated MOA in the departing State of Registrar. Another Copy will to filed in which the company is shifting. Only On approval of the Registrar of Companies (ROC), we make changes in the MOA of the company to reflect the new state where the registered office is situated.

3.How does alteration in liability clause affects the MoA?

You can make the change in The liability clause to make the liability of the directors unlimited. In any case, the detriment of the shareholder cannot be made absolute. For liability, clause modification passes a special resolution. File copy of resolution with the Registrar within 30 days.

4.What are the contents  of a Memorandum of Association?

MOA consists of below points, changes in any of which requires the MOA to be amended:

  1. Name Clause
  2. Registered office Clause
  3. Object Clause
  4. Main Objective
  5. Incidental Objective
  6. Other Objective
  7. Liability Clause
  8. Capital Clause

5.How does alteration of name affects the MoA?

Changes to the name of a company would require an alteration to the MOA by passing a special resolution. In case changes to the name of a private limited or public limited company is effected, consent or authorisation of Central Government is not required. In any other case, the consent of Central Government would be required. Further, in the event of a company being registered with a name that bears a resemblance to a name of an existing company, the Central Government might ask it to alter its name. In such a case ordinary resolution is adequate.

6.How does alteration in object of a company affects the MoA?

Changes to the object clause of a private limited company can be effected easily with minimal hassles. However, changing the objects of a company that has raised money from public will require a special resolution. The details should also be displayed on the company’s web site, if any along with the justification for modification in objects of the company.

Finally, all dissenting shareholders should be given an opportunity to exit by the promoters and shareholders possessing control of the company. This opportunity must be given in accordance with regulation specified by the Securities and Exchange Board of India (SEBI).

7.How does alteration in capital clause affects the MoA?

A company can change its capital clause by the passing of an ordinary resolution in a general meeting. Alteration of capital may relate to:

👉 Sub division of the shares 

👉 Consolidation of the shares 

👉 Conversion of shares into stock and annulment of unsubscribed capital.

Within a period of thirty days of passing a resolution, the altered Articles and Memorandum have to be submitted to the Registrar.

8.What particulars are required to be mentioned in the MOA ?

Rule 16 of the Indian Companies Act says following things regarding directors and share holders of the company:

  1. Name (including surname and family name), and recent photograph affixed and scanned with MOA and AOA.
  2. Name of the father/mother. 
  3. Nationality. 
  4. Date of Birth.
  5. Place of Birth.
  6. Educational qualification.
  7. Occupation.
  8. Income-tax permanent account number.
  9. Permanent and current address.
  10. Email address.
  11. Contact number.
  12. Fax number (optional).
  13. Two ID proofs, out of which PAN card is mandatory.
  14. Any residential proof, not older than two months.
  15. Proof of nationality, if the subscriber is a foreign national.
  16. If the subscriber is a current director or promoter of a company, particulars such as designation (whether a director or a promoter), along with the name and corporate identity number of the firm.

9.I want to know about authorised capital

A Company looking for the issue shares must check the current authorised capital of the company, as the issue cannot be more than the amount of authorised capital. Therefore given the above, a company may have to increase the authorised capital and make modifications to the MOA of the company.

10.How can a subscription to MOA be done?

There are specific guidelines that we follow To incorporate a company, viz. Every public and private limited company needs a minimum of two directors. An LLP incorporation also requires two directors. One person company incorporation requires just one director. Appending directors and shareholders signature on a document for approval is called or attestation of its contents.

Company Name Change in India

We can do Change of Name of a Private Limited Company or Public Limited Company or Section 8 Company or One Person Private Limited Company’s Name due to any reason with the consent of all the shareholders. However, regardless of cause and time, the name change shall happen under the mutual approval of shareholders. The reason can be anything like:

  • Change of Name due to changes in the Vision & the Company’s Mission,
  • Change of Name due to changes in the management,
  • Change of Name due to conversion from a Pvt Ltd Co. to a Public Limited Co.,
  • Change of Name due to mandatory conversion as per law from One Person Private Limited Company to Private Limited Company,

We shall discuss the provisions of Companies Act, 2013, which deals with the Change of Name for Public Limited, Private Limited, LLP & Section 8 Company’s Name. Change of Company’s Name would require an alteration to the Memorandum of Association by passing a special resolution. If change of company name are affected, consent or authorization of the Central Government is not required. However, such alteration requires Central Government’s approval. Further, in the event of company registration with a name that bears a resemblance to a representation of an existing company, the Central Government might ask it to alter its Name. In such a case, an ordinary resolution is adequate.

Service Covered
  • Secretarial services relating to company name change
  • Name Change filing in MGT -14 and INC -24
Who Should Buy
  • Any company wishing to change their name.
  • Companies who need end-to-end assistance in drafting board resolutions, special resolutions and filng prescribed forms for name change
How It’s done
  • Purchase of Plan
  • Provide proposed company names
  • Get secretarial assistance in name change matters and gather required documents to be given to Witcorp
  • Witcorp files MGT-14 and INC-24 on your behalf
Documents Required
  • Name, Contact Number and Email Id of Authorised Director.
  • Directors Identification Number, if already.
  • Self Attested PAN, Aadhar & Passport size photo of Authorised Director
  • Specimen Signatures of Authorised Director
  • Few unique proposed names for the company.
  • DSC of the Authorised Director.
Common Reasons for Change of Company Name
Voluntary Name Change

The company may, on its own, decide to change the name of the company, subject to fulfilment of all other conditions it is very much legal and normal to change the company name voluntarily.

For Re-Branding/Marketing

For marketing reasons or to effectively position the company’s brand, sometimes companies also change their name to bring it as per the latest trend and fashion for better brand positioning.

To Avoid IPR Issues

The companies may change their name to re-enforce their trademarks or copyrights in their name. Similarly, the company name is also changed to avoid a potential IPR Conflict.

Change in Business Activity

To reflect the new or additional business objects, the company may decide to change its name. In the instant situation, the company also alters its MOA to change the main object.

Change of Ownership

It is seen that after the change of ownership or takeovers, the company name also changes to reflect upon the authority of the new management and for branding purposes.

In Compliance of ROC Direction

The ROC can also make an order directing the change in the name of company subsequent to a complaint filed by any other company claiming priority of use of name or Trademark

Process for Change of Name in case of Company

One can change the name adopted by a private limited company during incorporation at a later stage, for a change of name of a private limited company, the consent of the shareholders through a special resolution and MCA approval. The Change of Name of a Pvt Ltd Company has no impact on its existence as a corporate or legal entity. The Change of Name for a company will not create a new entity.

Therefore, change of company name shall NOT:
  • Affect any obligations or rights of the company
  • Render any legal proceedings by or against the company to be defective
  • Affect any legal proceedings or litigations against or by the company and pending in its old name; they will continue in the old name.
Step 1: Board Resolution

The Directors must hold a Board meeting to pass a resolution for change of name of the company and authorise a Director or Company Secretary to apply to the MCA to ascertain availability of the proposed name. At the same Board meeting, Directors can also pass a resolution to convene an extraordinary general meeting to change the company’s name and alter the Memorandum of Association and Articles of Association.

Step 2: Check Company Name Availability

Once a resolution is passed ascertaining the availability of the proposed company’s name, the company’s authorised person can make a name approval to the MCA. The procedure for filing a name application is similar to that followed while incorporating a private limited company. Therefore, the name proposed must be as per the law framed in the Companies Act, 2013 Naming Guidelines.

Step 3: Pass Special Resolution for Change of Company Name

Once the MCA approves a name, the company must conduct an EGM and pass a special resolution for change of company name and necessary modifications to the Articles of Association & Memorandum of Association.

Step 4: Application for approval of Change of Company Name.

Once the directors pass a special resolution for change of company name, they should also file a special resolution and application to approve company name change with the Registrar of Companies. Directors will have to make an application for a company name change in Form 1B along with the applicable fees.

Step 5: Issuance of New Incorporation Certificate

If the Registrar of Companies accepts the company name change application, the Registrar will issue a fresh certificate of incorporation. It’s important to note that the company name change is complete and effective in giving a new certificate of incorporation by the Ministry of Corporate Affairs or Registrar of Companies.

Step 6: Make Changes to Memorandum of Association and Articles of Association

After the issuance of the new incorporation certificate, directors must take steps to incorporate the new company name in all the copies of the Amended Articles of Association, Memorandum of Association & Certificate of Incorporation issued by the MCA or Registrar of Companies.

Private Limited Company’s Name Approval

Choosing the right & appropriate name for the business is the most essential and most challenging part for a startup. The company’s name will be your primary calling card and will show up in every place associated with the business. Therefore, developing a name that creates a positive first impression is intriguing and straightforward. Here, we look at some of the regulations laid down by the Ministry of Corporate Affairs(MCA) to name a Private Limited Company in India.

The proposed name should be desirable & acceptable.

As per the Co’s Act, 2013, no company can be registered with an undesirable or unacceptable name. However, a proposed name for a private limited company will be undesirable if it is identical with or closely resembling a name of a company in existence or approved by the Registrar, named an LLP in existence or approved by the Registrar and resembles a registered trade-mark or trade-mark application. Further, names that violate the provisions of Emblems and Names and names that contain profanity or words or phrases that are offensive in general language to any section of people are also deemed undesirable & unacceptable and are not allowed.

Test for Similarity or Resemblance

In determining if a name is matching or similar or identical to another name, then in that case following rules shall apply:

  1. i) Plural form of a word does not distinguish it from the original.

Therefore, Witcorp Hospital Private Limited and Witcorp Hospitals Private Limited will be considered similar.

     2.ii) Changing the type/case/spacing between letters appearing in the name will still make the name similar.

Therefore, Witcorp Hospital Private Limited and WitcorpHospital Private Limited or Witcorp hospital Private Limited will be considered similar.

Using a different tense or a number of the same word will also not make a name unique and distinguish it from the original.

For instance, Witcorp Industries and Taxraj Industries will be considered similar. Similarly, Three Witcorp Hospital and 3 Witcorp Hospital will be similar. 

Further, different phonetic spellings or a different combination of the same word will not make it distinguishable from an existing name. 

Hence, J & K Industries and J n K Industries will also not be allowed if J & K Industries exists. Likewise, the inclusion of words such as New, Modern, Nav, Shri, Shree, Om, Jai, Sai, The, etc., in front of an existing name.

Names that require pre-approval from other government authorities

If the proposed name for the company includes words such as:

‘insurance,

‘bank’,

‘stock exchange’,

‘venture capital’,

‘asset management,

‘mutual fund’, etc.

The name may be accepted & allowed with a declaration by the applicant that the applicable requirements mandated by the respective government regulator such as IRDA, RBI, SEMA, etc., have been complied by the applicant if the proposed name contains any word or expression which is likely to imply that the company is connected or has relation in any way with, or having the patronage of, any State Government, the Central Govt, or any local authority, Corporation or body constituted by the Central or any State Govt under any law then the prior approval of Central Government has to been taken.

Requirement of Minimum Authorised Capital for certain names

Inclusion of certain keywords in the name will require the company to have a certain minimum authorised capital as under:

For using the word Hindustan, India, Bharat in any part of the name of the company, a minimum authorised capital of Rs.5 lakhs is required.

For using the words Enterprises, Products, Business, Manufacturing in any part of the name of the company, a minimum authorised capital of Rs.10 lakhs is required.

For using the words Hindustan, India, Bharat as the first word of the company name a minimum authorised capital of Rs.50 lakhs is required.

If the words International, Global, Universal, Continental, Inter-Continental, Asiatic, Asia is used within the name of the company, a minimum authorised capital of Rs. 50 lakhs is required.

If the words Hindustan, India, Bharat is being used as the first word of the name then a minimum authorised capital of Rs. 50 lakhs is required.

For using the words Industries/Udhyog in any part of the name or for using the words International, Globe, Universal, Continental, Inter-Continental, Asiatic, Asia as the first word of the name, a minimum authorised capital of Rs. 1 crore is required.

For using the word Corporation in the name of the company, a minimum authorised capital of Rs. 5 crores is required.

Timeline and Cost Involved for Changing Company Name

Timeline: The time required to change name of company is approximately 10 to 15 Working days as it involved multiple steps to be done by the company and to obtain approval of ROC as well as the Central Government

Professional Fee: The overall cost has two components, the professional fee billed by professionals like Witcorp and the ROC Filing fee. The ROC fee depends on the type of company and capital. Our Professional Fee depends on each individual case, please request an official quotation from us.

ROC Fees
  • RUN Form: Rs. 1000/- for application to reserve new name of company
  • MGT-14: Rs. 300 to Rs 600 Based on the capital of the company
  • INC-24: Rs. 1,000/- to Rs 20,000/- Based on Company type and Capital
Follow up Activities After Company Name Change

Changing the company’s name does not alter the rights and obligations of the stakeholders in any way, and all the legal proceedings, if any, continues in the new name. Consequent to the new Certificate of Incorporation with the new name, the company is obligated to make changes in the following documents and registrations

  • The Common Seal of Company (If applicable)
  • Official seal of company, directors and authorised signatories
  • Promissory notes, bills of exchange, etc.
  • Change in the name in the Bank Account
  • Tax authorities, PF & ESI department, etc.
  • Change name on Website and Social Media Accounts
  • Amend company PAN and TAN
  • On company letterheads, business cards, etc.
  • Company Statutory Registers
  • Employment & Business Contracts
  • Update business licenses or permits

Frequently Asked questions

1..What are the things to look for choosing your Company Name?
A business name shouldn’t be similar or matching to another existing company name. Making a company name look different from the current name by adopting false or infringe behavior like making plural or changing a few spelling is an unfair practice. Using Offensive or abusive words is also not acceptable

2.What is the validity period of the Company Name that is approved?
An approved company name (RUN) is valid for a period of (i) 20 days from the date of approval (in case name is RUN filed) or (ii) Two months from approval date (in case of the existing company’s name change)