Change Management Services for Companies

Q: What forms are required for appointing and removing a director?

Appointment: DIR-12 within 30 days. Resignation: director files DIR-11, company files DIR-12 within 30 days. Removal: DIR-12 after shareholder meeting with relevant resolutions and consent/resignation letters.

Q: What is the process for increasing authorised share capital?

Check Articles, pass ordinary resolution (special if Articles need amendment), file SH-7 within 30 days, pay additional ROC fee. Takes effect from date ROC processes SH-7.

Q: How long does a company name change take?

Typically 3 to 6 weeks: RUN application, special resolution, INC-24 within 60 days, ROC processing 1 to 3 weeks. New name effective from fresh Certificate of Incorporation.

Q: Is stamp duty payable on share transfers?

Yes, at 0.015% of consideration under the Indian Stamp Act. Rates vary by state with e-stamping or SHCIL payment required in many states. Non-payment renders documents inadmissible.

Q: Does changing the registered office affect the company's ROC jurisdiction?

Inter-state shift changes ROC jurisdiction requiring RD approval. Intra-state inter-district change: board resolution + INC-22. Intra-city change: board resolution + INC-22. No RD approval for intra-state changes.

Expert Filing and Compliance for Director Changes, Share Capital, Registered Office, and Other Corporate Amendments

Corporate changes — whether in directors, shareholding, share capital, registered office, company name, or constitutional documents — require timely and accurate filings with the Registrar of Companies. Each type of change has its own prescribed form, timeline, and supporting documentation requirements. Missing deadlines or filing incorrectly results in penalties, rejection by the ROC, or the change not taking legal effect.

Our change management services cover the full range of event-based corporate changes under the Companies Act, 2013 — from appointment and resignation of directors to share transfers, allotments, and MOA/AOA amendments. These connect with our approval services for changes requiring prior ROC, RD, or MCA approval, and our compliance services for ongoing corporate maintenance.

Our Change Management Services

Director Appointment & Resignation

Filing of DIR-12 and DIR-11 for appointment, resignation, removal, and vacation of directors — including board resolutions and statutory register maintenance.

Share Allotment & Transfer

Filing of PAS-3 for share allotments and SH-4 for share transfers — including share certificates, register of members entries, and stamp duty compliance.

Authorised Capital Increase

Filing of SH-7 for increase in authorised share capital after shareholder resolution, along with the applicable ROC filing fee based on increased capital amount.

MOA & AOA Amendment

Filing of MGT-14 for special resolutions amending the Memorandum or Articles of Association, with updated constitutional documents on MCA.

Registered Office Change

Filing of INC-22 for office changes within the same city; board/shareholder resolutions for inter-district changes; RD application for inter-state registered office shifts.

Company Name Change

End-to-end name change — RUN application, special resolution, INC-24 filing with ROC, and obtaining the new Certificate of Incorporation with the changed name.

Key Filing Timelines for Corporate Changes

DIR-12 (director change) must be filed within 30 days of appointment, resignation, or removal
PAS-3 (share allotment return) must be filed within 30 days of allotment
SH-7 (authorised capital increase) must be filed within 30 days of passing the resolution
MGT-14 (resolution filing) must be filed within 30 days of passing board or special resolutions
INC-22 (registered office change) must be filed within 30 days of the board resolution
Company name change requires RUN approval first, then INC-24 within 60 days of special resolution
All filings require digitally signed resolutions and supporting documents attached to the e-form

Frequently Asked Questions

What forms are required for appointing and removing a director?

For appointment: DIR-12 within 30 days. The director must hold a valid DIN. For resignation: the director files DIR-11 within 30 days, and the company files DIR-12 within 30 days. For removal by shareholders: DIR-12 after the general meeting resolution. All filings require relevant resolutions and consent letters or resignation letters as applicable.

What is the process for increasing authorised share capital?

Step 1: Check if the Articles authorise the increase. Step 2: Pass an ordinary resolution by shareholders (special resolution if Articles must also be amended). Step 3: File Form SH-7 with the ROC within 30 days. Step 4: Pay the additional ROC filing fee based on the increased amount. Increased capital takes effect from the date ROC processes the SH-7 filing.

How long does a company name change take?

Typically 3 to 6 weeks: RUN application (1 to 2 working days for approval), pass special resolution, file INC-24 within 60 days of the resolution, then ROC processing takes 1 to 3 weeks. The new name is effective only from the date of the fresh Certificate of Incorporation issued by the ROC.

Is stamp duty payable on share transfers?

Yes. Stamp duty on share transfer is payable at 0.015% of the consideration value under the Indian Stamp Act. Share certificates issued on allotment also attract stamp duty. Rates and payment methods vary by state — many states now require e-stamping or payment through the Stock Holding Corporation of India. Non-payment can render transfer documents legally inadmissible.

Does changing the registered office affect the company's ROC jurisdiction?

An inter-state office shift changes the ROC jurisdiction — records are transferred to the ROC of the new state after Regional Director approval. Within the same state but different districts, only a board resolution and INC-22 filing are required. Within the same city or town, a board resolution and INC-22 suffice. No RD approval is needed for intra-state changes.