The document discusses procedures related to changing a company's name, objects, and registered office. It provides details on the regulatory provisions, key points to consider, and steps involved in the procedures. Some of the main points covered include obtaining shareholder and government approvals for a name change, ensuring the new name is available and fits the company's activities, and filing the required forms with the Registrar of Companies.

2. Contents

3. Change of Name

4. Regulatory Provisions-Section 21
Company can change its name by Special Resolution & prior approval of
the Central Government (ROC).
If the change consists only of addition /deletion of word “Private”
,then ROC approval would not be required.

5. Procedure Of Name Change

6. Key Points……..
• The main objects of the company should be commensurate with
proposed name otherwise the main objects of the company
should be altered first.
• A copy of MOA is to be attached with a Form 1A while applying
for name availability.
• In case of listed Company there should be a gap of atleast 1 year
between 2 name changes.
• In case of listed company, If change in name signifies new
activity & then atleast 50%of revenues of preceding year must be
from those activities.

7. Key Points……..
 Before Submission of name change papers with the ROC, the
following has to be checked:
o Annual filings for last two Years
o Appointment of MD & Company Secretary if required by
the company
o Qualifications in Auditor’s report.
o Transactions related to 297/295

8. Regulatory Provisions-Section 22
 Applicable in case of registration of two companies with identical
or similar name.
 The Regional Director :
 may either suo moto or
 On application by owner of registered trademark,
Direct the company , which is registered later to change its
name within period of 3 months from the date of order
 The Regional Director can only pass order to change the name
within 12 months of first registration or registration by new name.
 No application for rectification can be made by owner of registered
trademark, after 5 years of registration of company.

9. Procedure-Self Rectification

10. Procedure-Rectification by other

11. Change of Object Clause

12. Regulatory Provision - Section 17
A Company may by Special Resolution alter its object clause

13. Procedure

14. Regulatory Provision - Section 18

15. Regulatory Provision - Section 19

16. Considerable Points

17. Shifting of Registered Office

18. Shifting of Registered Office

19. Shifting of Registered Office
within Local Limits of City or Town

20. Procedure

21. Shifting of Registered Office
outside Local Limits of
City or Town within the same state

22. Procedure

23. Shifting of Registered Office
from jurisdiction of one ROC to
another within same State

24. Regulatory Provision - Section 17A
“No Company shall Change the place of its
Registered Office from one place to another within
a state unless such change is confirmed by the
Regional Director”

25. Procedure

26. Shifting of Registered Office
from one State to another

27. Regulatory Provision - Section 17 (1)
“A Company may by Special Resolution
change the place of Registered office
from one state to another “

28. Regulatory Provision - Section 17 (2)
“Change shall take effect only if it is confirmed
by the Company Law Board on Petition”

29. Procedure
*In case of Listed Company, Process will be carried through Postal Ballot

30. Post Approval of Petition
Form Filing
 Form 21 - attachments CLB Order, Certified copy of Altered
Memorandum of Association.
 Form 18 – attachments CLB Order, Board Resolution noting CLB
order and effecting change of registered office or if enabling
resolution passed earlier, such board resolution, Certified copy
of Altered Memorandum of Association, Copy of paid SRN of
Form 21 evidencing that Form 21 has already been filed.

31. Registration Process of Form 18
 Old ROC to approve Form 21
 New ROC to approve Form 18 after verifying that Form 21 has
been approved and registered by Old ROC
 On approval of Form 18 by New ROC a new CIN number would
be generated
 A message would be sent by system to Old ROC and then Old
Roc shall approve Form 18
 System would generate a new Certificate of Incorporation

32. Appointment of Director

33. Modes of Appointment

34. BY BOARD OF DIRECTORS
 Additional Director
 Casual Director
 Alternate Director

35. Regulatory Provision-Additional Director
As per Section 260 of the Companies Act, 1956, the Board of
Directors of the Company can appoint Additional Director and
such Director shall hold their office till the start of the next
Annual General Meeting

36. Key points…….
 Additional Director can be appointed by resolution passed by
circulation.
 Additional Directors are not counted for the purpose of
ascertaining the Directors liable to retire.
 Additional Director should be appointed within the overall limit
of number of Directors prescribed by the Articles of
Association.

37. Procedure- Additional Director
Additional Director will submit the following :
•Consent to act as Director u/s 264, in case public company
•Declaration of interest u/s 299 of the Act.
•Declaration of qualification u/s 274 (1)(g) of the Act

38. Regulatory Provision-Casual Director
As per Section 262 of the Act, a public company or a private
company which is a subsidiary of a pubic company, if the office
of any director appointed by the company in General Meeting
is, vacated before his, term of office will expire in the normal
course, the regulating casual vacancy may, in default of and
,subject to any regulation, in the article, of the company, be
filled by the Board of directors at a meeting of the Board.

39. Key points…….
 The concept of casual vacancy does not apply to Private Company.
 Casual Vacancy can only be filed in the meeting of Board of
Directors.
 Casual vacancy can only be in case of Directors who are
appointed in the general meeting
 The person appointed to fill the casual vacancy shall hold his
office as per the tenure of the Director , in whose place he was
appointed.

40. Procedure- Casual Vacancy
Director appointed shall submit the following :
•Consent to act as Director u/s 264, in case public company
•Declaration of interest u/s 299 of the Act.
•Declaration of qualification u/s 274 (1)(g) of the Act

41. Regulatory Provision-Alternate Director
 As per section 313 (1) of the Act, the Board of directors of a
company may, if so authorised by its articles or by a resolution
passed by the company in general meeting, appoint an alternate
director to act for a director (here in after in this section called
the original director) during his absence for a period of not less
than three months from the State in which meetings of the
Board are ordinarily held.
 As per section 313 (2) of the Act, an alternate director
appointed under subsection (1) shall not hold office as such for a
period longer than that permissible to the original director in
whose place he has been appointed and shall vacate office If and
when the original director returns to the State in which meetings
of the Board are ordinarily held.

42. Key Points…..
 The Board of Directors can only appoint Alternate Directors, when
they are authorized by the Articles of Association or by General
Meeting.
 The Director must have been gone from the state for period of more
than 3 months, where generally the meetings of the Board take place.
 The period of Alternate Director will end , when the original Directors
returns in the State and intimate the same to the Company.
 If before return of the Original Director, his term expires, than the
term of Alternate Director, will automatically expire.
 The original Director cannot nominate any person as its alternate

43. Procedure- Alternate Director
Alternate Director appointed will submit the following :
•Consent to act as Director u/s 264, in case public company
•Declaration of interest u/s 299 of the Act.
•Declaration of qualification u/s 274 (1)(g) of the Act

44. BY SHAREHOLDERS
“The shareholders can under Section 257 of the Act subject to
the consent of the shareholders, appoint any person the
Director of the Company”

45. Procedure
The Director appointed will submit the following :
•Consent to act as Director u/s 264, in case public company
•Declaration of interest u/s 299 of the Act.
•Declaration of qualification u/s 274 (1)(g) of the Act

46. BY CENTRAL GOVERNMENT
As per section 408 of the Act, the Central Government may
appoint such number of persons as the Company Law Board
may, by order in Writing, specify as being necessary to
effectively safeguard the interests of the company, or its
shareholders or the public interests to hold office as directors
thereof for such period, not exceeding three years on anyone
occasion.
A person appointed by the Central Government shall hold office
as an additional director, shall not be required to hold any
qualification shares nor his period of office shall be liable to
determination by retirement of directors by rotation.

47. Filing of Form 32
 Appointment of Additional/ Casual / Alternate Director
 Regularization of Additional Director in Annual General Meeting
 Appointment of Director in Extraordinary General Meeting
 Appointment of Director as MD/ WTD – file Form 32 as change
in Designation
 Appointment of Director as Additional Director and Managing
Director separately and regularization of Managing Director in
AGM – File form 32 Separately for appointment as AD and MD
and no form 32 is required for regularization

48. Filing of Form 32
 No Director can sign form 32 unless his DIN 3 has been filed or
he has been appointed after 1St July, 2007.
 A single form 32 can be filed for two or more appointment
/cessation, if the interval between the same is not more than
30 days.
 The appointed Director cannot file his own form 32.

49. Change in Directorship

50. Change in Directorship-Resignation
 A non-executive Director can vacate his office by giving
resignation to the Board of Directors , its acceptance by the
Board is not necessary
 A executive Director can vacate his office subject to the terms
and conditions of his appointment and in the absence of the
same, he is required to submit his resignation to the Board of
Director and acceptance of the same by the Board is must for
their vacation

51. Change in Directorship-Removal
 The Company can remove any Director u/s 284 of the Act by
passing an ordinary resolution in the general meeting .
 The provisions of section shall not apply to the:
o Directors appointed by Central Government u/s 408 of the
Act.
o Directors appointed under section 265 of the Act.
o In case of private company, Directors holding life on 1st
April 1952.

52. Procedure-Removal
 Any shareholder intending to remove any Director, is required
to give a special notice of the same.
 Hold a Board meeting to convene a general meeting of
shareholders.
 On receipt of the notice as aforesaid, the Company shall
forthwith send copy of the same to the Director concerned , to
enable him to make the necessary representation.
 The copies of the representation, if any received from the
Director must be sent to all the members either along with
notice calling the meeting or independently.

53. Procedure-Removal
 Convene the general meeting
 In case the representation whether due to default or delay has
not been sent to the members, the representation will be read
out at the meeting.
 Pass the ordinary resolution for his removal.
 The vacancy created by his removal can filed:
o At meeting in which he was removed , provided special
notice of appointment has also been given
o As causal vacancy u/s 262 of the Act.
 File form 32 within 30 days of his removal

54. Change in Directorship-Vacation
 Section 283 of the Act, prescribes following 12 grounds for
automatic vacation of office of Director:
o he fails to obtain within the time specified in sub-section(1)
of section 270, or at any time thereafter ceases to hold, the
share qualification if any, required of him by the articles of
the company;
o he is found to be of unsound mind by a Court of competent
jurisdiction;
o he applies to be adjudicated an insolvent;
o he is adjudged an insolvent;
o he is convicted by a Court of any offence involving moral
turpitude and sentenced in respect thereof to imprisonment
for not less than six months;

55. Change in Directorship-Vacation
 If he e fails to pay any call in respect of shares of the company held by
hill whether alone or jointly with others, within six months from !II last
date fixed for the payment of the call [unless the Central Government
has, by notification in the Official Gazette, removed !II disqualification
incurred by such failure;
 he absents himself from three consecutive meetings of the Board a
directors, or from all meetings of the Board for a continuous period of
three months; whichever is longer, without obtaining leave d absence
from the Board;
 he (whether by himself or by any person for his benefit or on his
account), or any firm in which] he is a partner or any private company
of which he is a director, accepts a loan, or any guarantee or security
for a loan, from the company in contravention of section 295;

56. Change in Directorship-Vacation
 he acts in contravention of section 299;
 he becomes disqualified by an order of Court under section 203
 he is removed in pursuance of section 284;
 having been appointed a director by virtue of his holding any of or other
employment in the company or as a nominee of of the company, he
ceases to hold such office other employment in the company

57. Filing of Form 32
Form 32 for cessation, can only be filed for Directors in respect
of whom Form DIN 3 has been filed or he has been appointed
after 1st July 2007 and the appointment of Form 32 has been
filed.

58. Filing of Form 32- Death of Director and
has no DIN
 Please send an email to appl.helpdesk@mca.gov.in furnishing following
details under heading – 'Form 32 – death case, No DIN'
a) Name of the company (in which the individual was a director)
b) Name of the deceased Director
c) Date of birth
d) Date of appointment as Director
e) Date of filing of Form 32 for appointment
f) Date of death (along with certified copy of death certificate
issued by competent authority)
g) e-mail address of the company
 Upon receipt of email, MCA Helpdesk will check and consider the
information submitted and if found satisfactory, MCA Helpdesk will intimate
the status/ outcome of the ticket to the stakeholder. If MCA Helpdesk
needs additional information from the stakeholder, he will send an email to
the Company accordingly.

59. Filing of Form 32- Death of Director and
has no DIN contd…..
 Upon receipt of approval email from MCA, stakeholder will be
required to file the form directly with the concerned ROC along
with - signed form 32, necessary attachments, and a copy of
approval e-mail and proof of payment of filing fee, with the
respective ROC office. Filing Fee will be paid through ' Pay
Miscellaneous Fee' option on MCA portal.
 ROC will process / approve the form, scan the physical form 32
along with its attachments and upload the same in the
electronic records of the company through 'On Demand Scanning'
option.
 ROC will update the relevant records/ data of the company
accordingly.

60. SECTION 25 COMPANIES

61. Introduction
Non-Profit Association is an organization–
 Formed as a limited Company for promoting Commerce, Art,
Science, Religion, Charity.
 Apply its profits in promoting its objects.
 Prohibits payment of dividend to its members.

62. Regulatory Provision- Section 25
 Registered as a limited Company with or without the addition of
the word “Limited” or “Private Limited”.
 A license granted under this section may be revoked anytime by
the Central Government & on such revocation the body shall cease
to enjoy the exemption granted by this section.
 A company registered under this section could not alter its objects
without the prior approval of Central Government.
 If the name of a body registered under this section contains the
word “Chambers of Commerce” then upon revocation of license
should change its name to a name which does not contain these
words.

63. Formation Of Section 25 Companies
 A license may be granted to a body under this section if it
satisfies all the three conditions as laid down in the definition.
 A company already registered under the act may be converted
into a Section 25 company if it satisfies all the regulations laid
down by the Central Government.

64. Procedure for Formation
 An application in Form 1A for name availability is required to be made
ROC
 After the availability of name is confirmed by the ROC, an application to
Regional Director in form 24A is required to be made along with
following documents:
o Three printed or typed copies of the draft memorandum and articles
of association of the proposed Company;
o A declaration by the advocate of the Supreme Court or of a High
Court, an attorney or a pleader entitled to appear before a High
Court, a secretary, or a chartered accountant, in whole-time practice
in India that the memorandum and articles of association have been
drawn up in conformity with the provisions of the Act and that all the
requirements of the Act and the rules made thereunder have been
duly complied with in respect of registration and matters incidental or
supplementary thereto ;

65. Procedure for Formation
o Three copies of a list of the names, descriptions, addresses and
occupations of the promoters (and where a firm is a promoter, of
each partner in the firm), as well as of the members of the proposed
Board of directors, together with the name of companies,
associations and other institutions in which such promoters, partners
and members of the proposed Board of directors are directors or hold
responsible positions, if any with descriptions of the positions so
held ;
o A statement showing in detail the assets (with the estimated values
thereof) and the liabilities of the association, as on the date of the
application or within seven days of that date ;
o An estimate of the future annual income and expenditure of the
proposed Company, specifying the sources of the income and the
objects of the expenditure ;
o A statement giving a brief description of the work, if any, already
done by the association and of the work proposed to be done by it
after registration in pursuance of section 25 ;

66. Procedure for Formation
o A statement specifying briefly the grounds on which the application is
made ; and
o A declaration by each of the persons making the application in the
prescribed form to the Companies Regulations, or in a form as near
thereto as circumstances admit.
o A fee of Rs. 100 by a demand draft drawn in favour of the ‘Pay and
Accounts Officer’ should be sent along with the application or the fee
should be paid in the respective account of the Central Government in
anyone of the specified branches of Punjab National Bank.
o Furnish copy of the application to ROC along with necessary documents.
o Publish a notice in as set out in annex II of the Companies Regulations ,
in an English newspaper and in a vernacular newspaper circulating in the
district where the registered office of the Company will be located

67. Procedure for Formation
o The ROC will scrutinize the draft memorandum and articles of association
and other papers sent with the application in order to ensure that the
documents conform to the various provisions of the Act and the rules. If
any change should be made in the memorandum and articles of
association, the ROC indicates them in his report to the regional director.
o The regional director will decide, after considering the objections, if any,
received within the time fixed therefore in the notice published in the
newspapers, whether the licence should be granted under section 25.
o While granting the licence, the regional director may direct the Company
to insert in its memorandum or in its articles such conditions of the
licence as may be specified by him.

68. Procedure for Formation
o The license should be produced to the ROC. The Registrar will thereupon
incorporate the Company. No stamp duty is payable for the memorandum
of association of the Company. Likewise, no stamp duty is payable on the
articles of association of this Company. The registration fee payable for
registering the Company is Rs. 50 irrespective of its capital, if any. After
examining all these documents, the ROC will incorporate the Company
and issue the certificate of incorporation.

69. Key Points……..
 The Memorandum & Article of Association shall not contain the
following:
 Any Commercial activity
 Any clause relating to payment of salary to any Director apart from
office bearers.

70. CHARGES

71. Introduction
Companies generally borrow money by charging their properties.
 In order to protect the interest of creditors, particulars of the charge,
together with a duly verified copy of instrument creating the charge are
required to be filed with the Registrar of Companies for registration.
The expression “charge” includes a mortgage.

72. Regulatory Provision-section 125
 As per section 125 of the Act, following charges , if not registered shall
becomes void against the liquidator:
oCharge for the purpose of securing any issue of debentures.
oCharge on uncalled Share Capital of the company
oCharge on any immovable property or any interest therein.
oCharge on book debts of the company.
oCharge not being a pledge on any movable property of the Company.
oa floating charge on the undertaking or any property of the Company including
stock in trade.
oCharge on calls made but not paid.
oCharge on Ship or any share in a ship.
oA charge on goodwill , on a patent or a licence under a patent, on a trademark,
or on a copyright or a licence under a copyright.

73. Regulatory Provision-section 125
The registration of charge shall be created within 30 days of its creation
subject to additional period of 30 days on payment of additional fees. The
Central Government had vide circular no 13 of 2007 dated 27/09/2007 has
extended the period of registration of charge to 300 days but the said
circular was withdrawn vide notification no 8/2/2007 CL-V dated
01/07/2008

74. Procedure -Charge Registration
 Convene a Board meeting
oto approve the instrument creating charge
oTo authorize the Director to file form 8 with ROC
Create form 8 and get the same digitally signed by the Director and
Charge Holder and file the same.
After registration of form 8 , the Certificate of Registration of charge
will be dispatched at the Registered office
After registration of form 8, the registered Charge will be allotted a
Charge Identification Number.

75. Regulatory Provision-Section 135
Whenever the terms or conditions, or the extent or operation, of any
charge registered under this Part are or is modified, it shall be the
duty of the company to send to the Registrar the particulars of such
modification, and the provisions of this Part as to registration of a
charge shall apply to such modification of the charge.

76. Procedure -Charge Modification
Convene a Board meeting
oto approve the modification in the instrument creating charge
oTo authorize the Director to file form 8 with ROC
Create form 8 and get the same digitally signed by the Director
and Charge Holder and file the same.
After registration of form 8 , the Certificate of Registration of
modification in charge will be dispatched at the Registered office

77. Key point…….
 In case of registration of charge , if the size of agreement is very large
after scanning , file the same as addendum to the form 8
 In case of modification of charges registered with ROC before the
implementation of system, the form 8 for modification cannot filed
unless their Charge Identification Number has not been created.

78. Regulatory Provision-Section 146
 The company shall give intimation to the Registrar of the payment or
satisfaction, in full, of any charge relating to the company and
requiring registration under this Part, within "thirty days" from the
date of such payment or satisfaction.
 The Registrar shall on receipt of such intimation, cause a notice be
sent to the holder of the charge calling upon him to show cause within
a time(not exceeding fourteen days) specified in such notice, why
payment or satisfaction should not be recorded as intimated to the
Registrar.
 If no cause is shown, the Registrar shall order that a memorandum of
satisfaction shall be entered in the register of charges.

79. Procedure –Charge Satisfaction
Convene a Board meeting
oto take note of the satisfaction of charge
oTo authorize the Director to file form 17 with ROC
Create form 17 attach the NOC given by the charge holder and get
the same digitally signed by the Director and Charge Holder and file
the same.
After registration of form 17 , the Certificate of Registration of
satisfaction of charge will be dispatched at the Registered office