How to Alteration & Addition in Company

Making alterations or additions to a company involves changes to its structure, documents, or other aspects to reflect the modified circumstances. Here are some common types of alterations or additions in a company and the general steps associated with them:

1. Change in Registered Office:

• Procedure:
  • Pass a resolution at a board meeting.
  • File Form INC-22 with the Registrar of Companies (RoC) within 15 days of the change.

2. Change in Company Name:

• Procedure:
  • Pass a special resolution at a general meeting.
  • File Form INC-24 with the RoC for approval.
  • Once approved, file Form INC-1 for reservation of the new name.
  • File Form INC-3 for approval of the new name.

3. Alteration of Memorandum of Association (MOA) and Articles of Association (AOA):

• Procedure:
  • Hold a general meeting and pass a special resolution.
  • File the necessary forms with the RoC, such as MGT-14 for special resolution and the altered MOA and AOA.

4. Change in Directorship:

• Procedure:
  • Hold a board meeting to accept the resignation or appoint a new director.
  • File Form DIR-12 with the RoC within 30 days of the change.

5. Change in Share Capital:

• Procedure:
  • Pass a special resolution in a general meeting for any alteration in share capital.
  • File Form SH-7 with the RoC within 30 days of the resolution.

6. Appointment of Key Managerial Personnel (KMP):

• Procedure:
  • Hold a board meeting to appoint or change KMP.
  • File Form DIR-12 for appointment or change of Managing Director, Whole-Time Director, or Manager.

7. Change in Auditors:

• Procedure:
  • Pass a resolution at a general meeting.
  • File Form ADT-1 with the RoC within 15 days of the resolution.

8. Conversion of Private Limited Company to Public Limited Company or Vice Versa:

• Procedure:
  • Pass a special resolution for conversion.
  • File necessary forms with the RoC, including MGT-14 and INC-27.

9. Addition of Business Activities (Objects Clause):

• Procedure:
  • Pass a special resolution to alter the objects clause in the MOA.
  • File the necessary forms with the RoC.

10. Change in the Financial Year:

- **Procedure:**
  - Pass a special resolution at a general meeting.
  - File Form MGT-14 and file Form GNL-2 for approval of the Central Government.

Important Considerations:

• Comply with the provisions of the Companies Act, 2013, and other applicable laws.
• Verify the specific requirements and procedures with the RoC, as they may vary based on the nature of the change.
• Ensure proper documentation and filing within the prescribed timelines to avoid penalties.

It’s crucial to consult with legal and financial professionals to ensure compliance with regulatory requirements and to navigate the specific procedures involved in each type of alteration or addition in a company.