05 December 2015
Procedure for Changes in Particulars of Name/ Address or Other Details of Directors
Every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number to the Central Government in such form and manner and along with such fees as may be prescribed. (Section 153 of Companies Act, 2013) For this such individual is required to file DIR-3 with such information as required in such Form like Name, Father’s Name, date of Birth, PAN No. (All details as per PAN Card), Address for correspondence and permanent address (As per address proof being attached) and also to give other information like mobile no., e-mail id, residential status, area of occupation, gender etc. Bur such information he stated at a particular time or at time of applying for DIN may not be the same for the life time. Hence, such individual is required to apply for changes in the particulars of DIN as and when there are any changes in the particulars, he has already provided to Central Government via DIR-3 Form (earlier DIN 1 Form.) at time of obtaining DIN. Hence, in this article, we shall discuss about the purpose, procedure and requirements while applying for change in particulars of DIN. Purpose for applying for DIR-6 A director having an approved DIN is required to intimate to MCA via E Form DIR-6 in case of change(s) in his particular(s) within a period of 30 days of any such change. Governing Rule As per Rule 12(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Every individual who has been allotted a Director Identification Number under these rules shall, in the event of any change in his particulars as stated in Form DIR-3, intimate such change(s). These changes may be with respect to change in: (i) Name of Director (ii) Address of Director (Permanent/ Correspondence address) (iii) Date of Birth of Director (iv) E-Mail ID or Ph. No. of director (v) Father’s Name (vi) Nationality of the IRECTORS (vii) Updation of PAN No./ Voter ID Card, Passport, Adhaar Card or other proof (viii) Residential Status (ix) Updation of Photograph of Director (x) Gender PROCEDURE FOR INTIMATION OF CHANGE IN PARTICULARS OF THE DIRECTOR (i) The applicant shall download Form DIR-6 from the portal and fill in the relevant changes, attach copy of the proof of the changed particulars and verification in the Form DIR-7 all of which shall be scanned and submitted electronically; (ii) The form shall be digitally signed by a chartered accountant in practice or a company secretary in practice or a cost accountant in practice; (iii) The applicant shall submit the Form DIR-6; PRECAUTIONS AND DOCUMENTS REQUIRED TO BE ATTACHED WHILE APPLYING FOR CHANGE IN PARTICULARS VIA E-FORM DIR-6 1. In case of Indian nationals, Income-tax Permanent Account Name (Income-tax PAN) is mandatory in all cases even if there is no change in Income-tax PAN. In such cases, director details should be as per Income-tax PAN. In case the details like name/father’s name/DOB as per Income-tax PAN are incorrect, director is advised to first correct the details in Income-tax PAN before filing this eForm. 2. The following attachments are mandatory to be filed in all cases: a. Proof of change in particulars: Proof of Identity of director: In case of Indian nationals, Income-tax PAN is a mandatory requirement for proof of identity. In case of foreign nationals, passport is a mandatory requirement for proof of identity. b. Proof of residence of director/ designated partner Address proofs like bank statements, electricity bill, telephone bill, utility bills etc. shall be attached. In case of Indian director such documents should not be older than 2 months from the date of filing of the eForm. And In case of foreign director, address proof should not be older than 1 year from the date of filing of the eForm. c. In case of proofs which are in languages other than Hindi/ English, the proofs should be translated in Hindi / English from professional translator carrying his details (name, signature, address) and seal. d. Any other information can be provided as an optional attachment(s). INSTRUCTION FOR CHANGE IN NAME AND DFATE OF BIRTH OF DIRECTOR While applying for change in name and date of birth of directors, the change must be first published in the official gadget and copy of such gadget shall be attached with such form After publishing in the official gadget, the particulars of PAN are required to be amended Then the individual should proceed for change in above amendments of name or date of birth in DIN Note: In case there is change of spelling mistake or some addition or deletion of some middle name like kumar etc., then such change may be applied for without publishing in official gadget. Ex.: name in PAN Card is Kharabanda while in DIN, it is showing as Kharbanda, here the director may proceed for such correction spelling mistake in DIN via filing of DIR-6 form only and no need to go for publishing in official gadget. But in case, the director name in PAN is Sunil Kharabanda and in DIN it is Pankaj Kharabanda, then need to have publication in official gadget that his name has been changed Pankaj to Sunil and such cutting of official gadget is required to be attached in e form and will be applied then.
05 December 2015
How to Shift Registered Office of Company with In State?
Section – 13 read with rule 30 of Companies (Incorporation) Rules, 2014 Meaning of Registered Office: Every business organization has a principal place of business activities, which in case of a company called its registered office. The address of the situation of the registered office is very important from general public, shareholders, customers and various other points of view. Every company is governed in accordance with the provisions of the Companies Act, 2013, therefore, it is mandatory for all companies to keep the Registrar of Companies informed about the location of the registered office and changes. Thereto from time to time, Promoters of the Company decide the State in which the registered office shall be situated. A registered office is the official address of a company to which all official letters and reminders will be sent by any person, any government or non government or regulatory body. In terms of Section 7 of the Companies Act, 2013 (the “Act”), all registered companies are legally required to have a registered office address in India from the date of commencement of business or within thirty days from the date of incorporation whichever is earlier. However, under the incorporation process effective as on date, the proposed company is required to intimate the address of its proposed registered office t the time of incorporation itself. Out of State Shifting of the Registered Office under the Companies Act, 2013 Provisions relating to shifting of the registered office from one state to another are contained in Section 13(4) of the Companies Act, 2013 which are detailed in the rule 30 of The Companies (Incorporating) Rules, 2014. In the present article, this procedure has been given in a step by step manner for easy understanding of the readers. The company shall on and from the 15th day of its incorporation have a Registered Office capable of receiving and acknowledging all communications and notices as may be addressed to it. This is very important because without the Registered Office in place and a verification duly filed there under the company cannot commence its business; As per section 12(2), it is duty of the Company to furnish to the ROC verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed. Provisions related to Verification of Registered office of the Company are given in Rule 25 of Companies (Incorporation) Rules, 2014. Registered Office of Company Mandatory for following Some Purposes: I. Determination the Jurisdiction of Court. II. Determination of domicile of a company for all practical purposes. III. Inspections of Registers and Records, as required to maintain under companies act at registered office of company. IV. Determination of Jurisdiction for payment of different types of duties. CHANGE IN LOCATION OF REGISTERED OFFICE – SECTION- 12(5) AND 13(4): The Board of Directors of Company (Public or Private Limited) may find it necessary to change the location of the registered office from time to time. There are four ways to shifting of registered office as given below: Modes of Shifting of Registered Office S. No. Particulars A. Shifting of the registered office from its “Existing location in a city, town or village to another place within the limits of the same city, town or village”. B. Shifting of the registered office to a place “Outside the local limits of the existing place but in the same State” under the jurisdiction of the same Registrar of Companies”.[Section- 12, sub section- 5 clause- a] C. Shifting of the registered office from the “Jurisdiction of one Registrar of the Jurisdiction of another Registrar within the same State”.[Rule- 28 of The Companies (Incorporation) Rules, 2014 D. Shifting of the registered office to another State in India. [Section-13(4)][Rule- 30 of The Companies (Incorporation) Rules, 2014 A. Shifting of Registered office within the local limit of city, Town or village to another place in within the limit of same city, town or village: STEPS FOR SHIFTING OF REGISTERED OFFICE S. NO. PROCESS Section- 12 & 13 A. CALL BOARD MEETING Work Require to Done before calling of Board Meeting ü Issue Notice of Board Meeting-[173(3)]Call Meeting by giving not less than 7 (Seven) days Notice in writing. ü Prepare Agenda of Board Meeting ü Prepare Attendance Sheet of Board Meeting Work Require to be Done at the time of Board Meeting ü Place before Board Resolution of Shifting of Registered Office.ü Get Approval of Directors by passing of Board Resolution for shifting of Registered Office of Company (within the local limit of city, town & village). B. FILLING OF E-FORM WITH ROC E-FORM- INC-22[Section-12 (2) & (4) Read with Rule 25 & 27 of the Companies (Incorporation) Rules- 2014. Within 15 days of passing of BR. [Section- 12(4)] Attachmentsü Copy of Board Resolution. ü *Proof of Registered Office Address. ü *Utility Bills. ü Proof that company is authorized to use the address as the registered office of company. ü List of all the Companies (specifying their CIN) having the same registered office address, if any C. Section 12(3): The change of Location of Registered office shall be noted in the Name Board kept on the outside of every office of the company, its letter heads, business letters, bills of exchange and other documents where the registered office is mentioned B. Shifting of the registered office to a place “Outside the local limits of the existing place but in the same State” under the jurisdiction of the same Registrar of Companies”. STEPS FOR SHIFTING OF REGISTERED OFFICE S. NO. PROCESS Section- 12 (5)(a) A. CALL BOARD MEETING Work Require to Done before calling of Board Meeting ü Issue Notice of Board Meeting-[173(3)]Call Meeting by giving not less than 7 (Seven) days Notice in writing. ü Prepare Agenda of Board Meeting ü Prepare Attendance Sheet of Board Meeting Work Require to be Done at the time of Board Meeting ü Place before Board Resolution of Shifting of Registered Office.ü Get Approval of Directors by passing of Board Resolution for shifting of Registered Office of Company (outside the local limit of city, town & village within same state). ü Fix Day, Date, Time of Extra-ordinary General Meeting. ü Place Draft Notice of Extra-ordinary General Meeting before Board. ü Board will authorize Director to issue Notice of Extra-ordinary General Meeting. B. CALL EXTRA-ORDINARY GENERAL MEETING Issue Notice of Extra-ordinary General Meeting [Section- 101(1)] ü Give Atleast 21 clear days Notice of Extra-ordinary General Meeting through Electronic Mode or in Writing.ü Attach Explanatory Statement in Notice of Extra-ordinary General Meeting. [Section-102] C. HOLD EXTRA-ORDINARY GENERAL MEETING Work Require to be Done at the time of Meeting ü Check the Quorumü Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146). ü Pass Special Resolution.[Section-114(2)] D. FILLING OF E-FORM WITH ROC E-FORM- INC-22 [Section-12 (2) & (4) Read with Rule 25 & 27 of the Companies (Incorporation) Rules- 2014. Within 15 days of passing of SR. [Section- 12(4)] Attachmentsü Copy of Special Resolution. ü *Proof of Registered Office Address. ü *Utility Bills. ü Proof that company is authorized to use the address as the registered office of company. ü List of all the Companies (specifying their CIN) having the same registered office address, if any E-FORM- MGT-14[Section-117 (3) (a) Within 15 days of passing of SR. [Section- 12(4)] ü Notice along with Explanatory Statement.ü Certified True Copy of Special Resolution. ü Minute of General Meeting E. Section 12(3): The change of Location of Registered office shall be noted in the Name Board kept on the outside of every office of the company, its letter heads, business letters, bills of exchange and other documents where the registered office is mentioned C. Shifting of the registered office from the “Jurisdiction of one Registrar of the Jurisdiction of another Registrar within the same State”. [Rule- 28 of the Companies (Incorporation) Rules, 2014 STEPS FOR SHIFTING OF REGISTERED OFFICE S. NO. PROCESS Section- 12 (5) (b) A. CALL BOARD MEETING Work Require to Done before calling of Board Meeting ü Issue Notice of Board Meeting-[173(3)]Call Meeting by giving not less than 7 (Seven) days Notice in writing. ü Prepare Agenda of Board Meeting ü Prepare Attendance Sheet of Board Meeting Work Require to be Done at the time of Board Meeting ü Place before Board Resolution of Shifting of Registered Office.ü Get Approval of Directors by passing of Board Resolution for shifting of Registered Office of Company (outside the local limit of city, town & village within same state). ü Fix Day, Date, Time of Extra-ordinary General Meeting. ü Place Draft Notice of Extra-ordinary General Meeting before Board. ü Board will authorize Director to issue Notice of Extra-ordinary General Meeting. ü Board will authorize Director to file application with Regional Director (after passing of Special Resolution in General Meeting) B. CALL EXTRA-ORDINARY GENERAL MEETING Issue Notice of Extra-ordinary General Meeting [Section- 101(1)] ü Give Atleast 21 clear days Notice of Extra-ordinary General Meeting through Electronic Mode or in Writing.ü Attach Explanatory Statement in Notice of Extra-ordinary General Meeting. [Section-102] C. HOLD EXTRA-ORDINARY GENERAL MEETING Work Require to be Done at the time of Meeting ü Check the Quorumü Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146). ü Pass Special Resolution.[Section-114(2)] D. At least 21 days before filling any application with Regional Director Rule-28 of The Companies (Incorporation) Rules, 2014 ü Publish a notice, at least once in a daily newspaper and one English news paper in which the registered office of the company is situated Notice clearly indicating the matter and stating any person whose interest is likely to be affected by proposed shifting may intimate to the Regional Director within 21 days of the date of notice/ publication. ü Individual Notice to each Debenture Holder ü Individual Notice to each Depositor ü Individual Notice to each Creditor of company E. FILLING OF E-FORM WITH ROC a) E-FORM- MGT-14[Section-117 (3) (a)] Within 15 days of passing of SR. [Section- 12(4)] ATTACHMENTS ü Notice along with Explanatory Statement ü Certified True Copy of Special Resolution. ü Minute of General Meeting b) E-FORM- INC-23[Section- 12(5) of the companies Act 2013. Read with rule 28 of The Companies (Incorporation) Rules, 2014] ü Copy of Memorandum of Association and Article of Association.ü Notice along with Explanatory Statement ü Certified True Copy of Special Resolution ü Minute of General Meeting ü Power of Attorney/vakalatnama/Board Resolution- in favour of professional ü List of Creditors and Debenture Holders. ü Affidavit Verifying the application ü Affidavit regarding correctness of List of Creditors ü Copy of News Paper Advertisement. ü Affidavit verifying list of employees. ü Affidavit by director no retrenchment of employees. ü Details of prosecution/ inspection/ inquiry/ investment field against the company and its officer in default E-FORM- INC-28 ü Attachmentsü Copy of Order of Regional Director ü Copy of Special Resolution E-FORM- INC-22[Section-12 (2) & (4) Read with Rule 25 & 27 of the Companies (Incorporation) Rules- 2014. Within 15 days of passing of SR. [Section- 12(4)] Attachmentsü *Proof of Registered Office Address. ü *Utility Bills. ü Proof that company is authorized to use the address as the registered office of company. ü List of all the Companies (specifying their CIN) having the same registered office address, if any F. After completing of above mentions procedure the registrar of company will issue a certificate. (Change will take effect from the date of the registrar’s Certificate). G. The second proviso rule 28(2)(b) provides that shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been stared against the company or prosecution under the Act is pending. H. Section 12(3): The change of Location of Registered office shall be noted in the Name Board kept on the outside of every office of the company, its letter heads, business letters, bills of exchange and other documents where the registered office is mentioned * Proof of Registered Office Includes: Conveyance Lease Deed Rent Agreement (along with rent receipt not older than 1 (one) month. * Utility Bill: Depicting the address of the premises in the name of the owner and documents
Should note be older than 2 (Two) months. Telephone Bill Gas Bill Electricity Bill etc VERIFICATION OF REGISTERED OFFICE: (Rule- 25 of the Companies (Incorporation) Rules, 2014 I. If Premises is on the name of company: The registered document of the title of the premises of the registered office “in the name of company”. II. If Premises is not on the name of company, not on rent and not on Lease: Than Authorization from the owner of the premises + along with the proof of ownership and NOC in the favour of Company for use of the premises by the company as its registered office. III. If premises is taken on Lease: The Notarized Copy of Lease deed in the name of the company along with a copy of rent paid receipt not older than one month. IV. If premises taken on Rent: The Notarized Copy of Rent Agreement in the name of the company along with a copy of rent paid receipt not older than one month.
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