Event-based Compliances for Company

Event-based compliances for companies in India refer to specific filings, disclosures, or actions required by regulatory authorities upon the occurrence of certain events or changes within the organization. These compliances ensure transparency, legal compliance, and regulatory oversight. Here’s a comprehensive guide on the event-based compliances for companies:

Event-based Compliances for Companies

1. Change in Directors or Key Managerial Personnel (KMP)

Form DIR-12: File within 30 days of appointment or resignation of directors or KMPs.
Details Required: Director identification number (DIN), resignation or appointment details, consent letters, etc.

2. Change in Registered Office

Form INC-22: File within 30 days of change in registered office address.
Details Required: New address proof, board resolution approving the change, etc.

3. Allotment of Shares

Form PAS-3: File within 30 days of allotment of shares.
Details Required: Details of shareholders, shareholding pattern, board resolution, etc.

4. Alteration of Memorandum or Articles of Association

Form MGT-14: File within 30 days of passing the resolution for alteration.
Details Required: Copy of the amended documents, board resolution, shareholders’ approval, etc.

5. Creation or Modification of Charges

Form CHG-1 (for creation) / Form CHG-4 (for modification): File within 30 days of creation or modification of charges.
Details Required: Charge creation/modification details, board resolution, charge documents, etc.

6. Declaration of Commencement of Business

Form INC-20A: File within 180 days from the date of incorporation, declaring commencement of business (for companies incorporated after April 2019).
Details Required: Bank statement, evidence of initial subscription money received, board resolution, etc.

7. Annual General Meeting (AGM)

Form MGT-15: File within 30 days from the date of AGM, if applicable.
Details Required: AGM date, attendance, resolutions passed, etc.

8. Conversion of Company

Form INC-27: File within 30 days from the date of conversion (e.g., conversion from private to public or vice versa).
Details Required: Conversion documents, board resolutions, shareholders’ approval, etc.

Best Practices for Event-based Compliances

Maintain a Compliance Calendar: Track all statutory deadlines and events requiring compliance filings.
Document Management: Keep all documents and records organized and readily accessible for compliance filings.
Regular Review: Conduct periodic reviews of events and changes within the organization to identify and address compliance requirements.
Professional Assistance: Engage qualified professionals such as Company Secretaries, Chartered Accountants, and Lawyers to ensure accurate compliance.
Training and Awareness: Train employees and stakeholders on event-based compliance requirements to foster a culture of compliance within the organization.

Event-based compliances for companies in India are essential to ensure legal and regulatory adherence, maintain transparency, and uphold corporate governance standards. By understanding and adhering to these event-based compliances diligently, businesses can mitigate risks, avoid penalties, and ensure smooth operations while focusing on their core objectives and growth strategies. Staying updated with regulatory changes and seeking professional advice when necessary will contribute to maintaining regulatory compliance and fostering long-term business sustainability.

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What are event-based compliances for a company in India?

Event-based compliances refer to the legal obligations that a company must fulfill when specific events or changes occur in the company. These events could include changes in the company’s share capital, registered office, directors, or the issuance of new shares. Each event requires the filing of specific forms with the Ministry of Corporate Affairs (MCA).

What is the compliance requirement for changing the registered office of a company?

If a company changes its registered office:

Within the same city: File Form INC-22 within 30 days of the change.
From one city to another within the same state: File INC-22 with the necessary board resolutions.
From one state to another: Obtain approval from the Regional Director by filing INC-23 and then file INC-22 after the approval.

What is the procedure for appointing or removing a director?

For appointment or removal of a director, the company must:

File Form DIR-12 with the MCA within 30 days of the appointment, resignation, or removal.
Include supporting documents like the board resolution, consent of the director, and resignation letter (if applicable).

How is an increase in authorized share capital reported?

If a company increases its authorized share capital, it must:

Pass a board resolution and amend the Memorandum of Association (MOA).
File Form SH-7 with the MCA within 30 days of passing the resolution, along with the fee based on the increase in share capital.

What are the compliance requirements for issuing new shares or transferring shares?

If a company issues or transfers shares:

For issuance: File Form PAS-3 (Return of Allotment) within 30 days of the share allotment.
For transfer: Update the company’s register of members and file the necessary share transfer forms (no separate filing with the MCA is required, but proper records must be maintained).

What is the compliance requirement for change in the company’s name?

To change the company’s name, the company must:

Pass a special resolution in a general meeting.
File Form MGT-14 with the MCA within 30 days of the resolution.
File Form INC-24 for approval of the name change from the MCA after receiving the Central Government’s approval.

What are the compliance steps for alteration of the Memorandum and Articles of Association (MOA/AOA)?

To alter the MOA or AOA:

Pass a special resolution at a general meeting.
File Form MGT-14 with the MCA within 30 days of passing the resolution, along with a copy of the altered MOA/AOA.

How is the change of company objectives or business activities reported?

If a company changes its objectives or business activities, it must:

Amend the Memorandum of Association (MOA).
Pass a special resolution and file Form MGT-14 within 30 days.
If there is a change in business activity, update the MCA with Form INC-22 and Form INC-28 if required.

What is the procedure for the conversion of a company (e.g., from private to public or vice versa)?

For conversion from a private limited company to a public company or vice versa:

Pass a special resolution at a general meeting.
File Form MGT-14 and Form INC-27 with the MCA, along with the revised MOA/AOA within 30 days.

What are the compliance requirements for winding up or closing a company?

To close or wind up a company, the process involves:

Voluntary winding up requires a special resolution and filing of Form MGT-14 and Form GNL-2.
File Form STK-2 for strike-off if the company has no liabilities and is not carrying on business.
File necessary documents with the National Company Law Tribunal (NCLT) if the winding up is by tribunal order.