Change in Shareholders Name

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Pukhov (Querist)
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01 April 2025 HI..
I wish to know any MCA , RBI compliance is there and what are the documents to be prepared, when there is a modification in foreign shareholders name, other things remain same.

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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12 August 2025 Hey! When there’s a change in foreign shareholder’s name in a company (with no change in shareholding % or ownership), here are the key points regarding MCA and RBI compliance, plus documents needed:

1. MCA Compliance:
Filing with MCA:

You need to file Form PAS-3 (Return of Allotment) or SH-7 (Notice of alteration of share capital or transfer of shares) if shares are being transferred.

If it’s just a name change due to transfer or replacement, file eForm MGT-7 (Annual Return) and AOC-4 (Financial Statements) in the next annual filing cycle reflecting the updated shareholder details.

If it is a mere correction in name without change of shares, file INC-22 (Notice of change of registered office or other particulars) only if the registered office changes.

Ensure Register of Members is updated with the new shareholder details.

2. RBI Compliance:
Since it involves a foreign shareholder, compliance under Foreign Exchange Management Act (FEMA) and Foreign Direct Investment (FDI) policy is needed.

Filing with RBI (via ECB/FEMA portal):

File Form FC-GPR (Foreign Collaboration – General Permission Route) if shares are issued or transferred to a foreign national/entity (even if just name change).

If existing shares are transferred, file Form FCGPR within 30 days of share transfer.

For transfer of shares between foreign shareholders, file Form FC-TRS (Foreign Currency Transfer of Shares) through the AD bank.

Other RBI filings:

Inform your Authorized Dealer (bank) about the change.

Update the FIRC (Foreign Inward Remittance Certificate) if required.

3. Documents to be prepared:
Board Resolution approving the change in shareholder’s name or transfer of shares.

Share Transfer Deed (if shares are transferred).

Updated Shareholders’ Register.

Copy of Share Certificate (if re-issued with new name).

KYC documents of new/modified foreign shareholder (passport, address proof, etc.).

FEMA filings with supporting documents like share transfer agreement.

Proof of consideration for share transfer (bank remittance details).

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