As your business evolves, your legal structure needs to keep pace. Whether you're adding a director, changing your company name, increasing capital, or transferring shares — every change requires proper MCA filings. We handle all amendments accurately and on time.
Under the Companies Act, 2013, every change in a company's structure, management, or constitutional documents must be formally recorded with the MCA through specific forms within prescribed time limits. Informal or undocumented changes have no legal validity.
Delayed or incorrect filings attract penalties ranging from ₹100 per day to ₹5 lakh or more. In some cases, the change itself may be invalidated. Our team ensures every amendment is executed with the correct board/shareholder resolutions, proper documentation, and timely MCA filings.
Appointing a new director requires a board resolution and filing of Form DIR-12 with the MCA within 30 days of the appointment. The new director must have a valid DIN (Director Identification Number) and must give their consent to act as director in Form DIR-2.
When a director resigns, they must file Form DIR-11 (director's own intimation to MCA) and the company must file Form DIR-12 to record the resignation. Both filings must be done within 30 days of the resignation. The resignation takes effect from the date it is received by the company or the date specified in the resignation letter, whichever is later.
A board resolution is required for both appointment and acceptance of resignation. After the change, the company must maintain a minimum of 2 directors (for Private Limited Companies) and at least one resident director.
A director can be removed by the shareholders of the company through an ordinary resolution at a general meeting under Section 169 of the Companies Act, 2013. This process requires a special notice of 28 days to be given to all members before the meeting.
The director being removed must be given an opportunity to be heard at the general meeting and may make a written representation to the company. The company must send a copy of the representation to all members. After the resolution is passed, Form DIR-12 must be filed with the MCA within 30 days.
The Articles of Association (AOA) can be amended by passing a Special Resolution (requiring at least 75% majority) at a general meeting of the company. Common reasons for amending the AOA include changing share transfer restrictions, updating governance rules, adding new provisions for investor rights, or aligning with revised Companies Act requirements.
After the Special Resolution is passed, Form MGT-14 must be filed with the MCA within 30 days along with the updated AOA. The amended AOA must be attached to the form. Stamp duty is applicable on the new AOA as per the state's stamp duty schedule.
The Memorandum of Association (MOA) is the company's constitutional document and any amendment requires a Special Resolution and, in some cases, Central Government approval. The most common MOA amendment is a change to the Objects Clause — the business activities the company is authorized to carry out.
A change to the Objects Clause requires filing Form INC-27 with the MCA. A name change or change in the state of registered office also requires MOA amendment. For other MOA changes, Form MGT-14 is filed. Central Government approval through the Regional Director may be required for certain changes.
The authorized share capital is the maximum amount of share capital a company is authorized to issue. To issue new shares beyond the current authorized capital — for raising investment, rewarding employees through ESOPs, or any other purpose — the authorized capital must first be increased.
The process requires a board resolution to call an Extraordinary General Meeting (EGM), a Special Resolution at the EGM to amend the capital clause of the MOA, and filing of Form SH-7 and Form MGT-14 with the MCA within 30 days. Stamp duty is payable on the increased capital amount as per the state's stamp duty schedule.
Changing a company's name is a multi-step process that begins with reserving the new name through the RUN (Reserve Unique Name) application on the MCA portal. The new name must comply with the Companies Act naming guidelines and must not be identical or similar to an existing company name or trademark.
After RUN approval, a Special Resolution must be passed at an EGM and Form INC-24 filed with the MCA for Central Government approval. Upon approval, a new Certificate of Incorporation with the new name is issued. All business documents, licenses, bank accounts, and contracts must then be updated to reflect the new name.
We apply for the new company name through the MCA RUN portal, checking availability and compliance with naming guidelines. Approval takes 1–2 working days.
A board resolution is passed to call an EGM, and notice is sent to all shareholders with the proposed special resolution for name change.
The special resolution for name change is passed at the EGM with at least 75% majority. Minutes of the meeting are prepared and signed.
Form INC-24 is filed with the MCA along with the special resolution, updated MOA, and other supporting documents for Central Government approval.
Upon approval, MCA issues a new Certificate of Incorporation with the new company name. We then assist with updating all documents and registrations.
The procedure for changing a registered office depends on the extent of the change. A change within the same city requires only a board resolution and filing of Form INC-22 within 30 days. A change to a different city within the same state requires a Special Resolution, Form INC-22, and a newspaper advertisement in a local newspaper.
A change across states is the most complex — it requires a Special Resolution, filing Form INC-23 with the Regional Director for approval, and then filing Form INC-28 after approval. The process can take 2–3 months. In all cases, proof of the new registered office and NOC from the owner of the premises are required.
Transfer of shares between shareholders requires the execution of Form SH-4 (Share Transfer Form), which must be stamped with stamp duty of 0.25% of the consideration amount (market value of shares). The transferor and transferee must both sign the SH-4 form.
The board of directors must approve the transfer, and any restrictions on transfer in the AOA must be checked before proceeding. After board approval, the old share certificate is cancelled and a new share certificate is issued in the name of the transferee. The Register of Members is updated to reflect the change in ownership.
The MCA has mandated that all private companies (except small companies and government companies) must dematerialize their shares. Physical share certificates must be converted to electronic (demat) form through a Depository Participant (DP) registered with NSDL or CDSL.
The process involves opening a demat account with a DP, obtaining an ISIN (International Securities Identification Number) for the company's shares, and submitting the physical share certificates for dematerialization. Once dematerialized, the shares are held electronically and transfers are done through the depository system.