Incorporation of Company - Form 1A & Form 18
This query is : Resolved
10 February 2010
After approval of Form 1A for name availability, whether it is possible to change the names of directors of comapny ( as mentioned in Form 1A) while filing Form 1, 18, 32? As one of the individual refuse to become a director now.
If Yes, then do let me know the procedure of above.
If Yes, then do let me know the procedure of above.
10 February 2010
Yes it is possible. An affidavit is required to be attached with form-1 to this effect.
11 February 2010
This is what I understand, we have to take an affidavit from promoter who earlier consented to be a director, that he has no objection from not being a director in the company and some other can hold the position. Kindly confirm this.
Further, also let me know, whose name should be printed on MOA, the previous one( whose name appear in Form 1A) or new one, as we still have to go for incorporation procedure.
Further, also let me know, whose name should be printed on MOA, the previous one( whose name appear in Form 1A) or new one, as we still have to go for incorporation procedure.
11 February 2010
This is what I understand, we have to take an affidavit from promoter who earlier consented to be a director, that he has no objection from not being a director in the company and some other can hold the position. Kindly confirm this.
Further, also let me know, whose name should be printed on MOA, the previous one( whose name appear in Form 1A) or new one, as we still have to go for incorporation procedure.
Further, also let me know, whose name should be printed on MOA, the previous one( whose name appear in Form 1A) or new one, as we still have to go for incorporation procedure.
31 July 2024
Yes, it is possible to change the names of directors mentioned in Form 1A (name approval form) when filing Form 1 (incorporation document), Form 18 (address of the registered office), and Form 32 (particulars of directors). The procedure involves updating the necessary forms and ensuring that the new director(s) provide their consent and required documents. Here’s a detailed step-by-step process:
### Step-by-Step Process for Changing Directors After Form 1A Approval:
1. **Obtain No Objection Affidavit:**
- Get an affidavit from the promoter/director who initially consented to be a director but now refuses. The affidavit should state that they have no objection to not being a director and consent to the new individual taking the position.
2. **Prepare Documents for New Directors:**
- Obtain the following documents from the new director(s):
- Consent to act as a director in Form DIR-2.
- Declaration of non-disqualification in Form DIR-8.
- Proof of identity and address.
- Director Identification Number (DIN).
3. **Update Incorporation Forms:**
- **Form INC-1 (formerly Form 1A):** Although Form INC-1 is not required to be resubmitted, you need to ensure that the names of the new directors are correctly mentioned in subsequent forms.
- **Form INC-32 (SPICe):** This form is used for the incorporation of the company and contains details about the directors. Include the details of the new directors in this form.
- **Form INC-33 (e-MOA) and Form INC-34 (e-AOA):** Ensure that the names of the new directors are correctly mentioned in the Memorandum of Association (MOA) and Articles of Association (AOA).
4. **Approval of Changes:**
- If the new directors were not mentioned in the initial Form INC-1, it might be prudent to file a letter or application with the Registrar of Companies (ROC) explaining the change and including the affidavit from the initial director and the consent forms of the new directors.
5. **File Incorporation Documents:**
- File Form INC-32 (SPICe), along with Form INC-33 (e-MOA) and Form INC-34 (e-AOA) with the ROC. Ensure all required documents and declarations are attached.
6. **Incorporation and Allotment of DIN:**
- Upon filing and approval, the ROC will issue the Certificate of Incorporation, and the new directors’ details will be updated in the records.
### Key Points:
- **No Objection Certificate (NOC):** The affidavit from the initial director serves as a No Objection Certificate (NOC) and should clearly state their consent to not act as a director and allow another individual to be appointed.
- **Director’s Consent:** The new director(s) must provide their consent to act as a director in Form DIR-2 and declaration in Form DIR-8.
- **MOA and AOA:** The names of the new directors should be included in the Memorandum of Association (MOA) and Articles of Association (AOA) at the time of incorporation.
### Template for No Objection Affidavit:
---
**AFFIDAVIT**
I, [Name of Initial Director], son/daughter of [Father's Name], aged [Age], residing at [Address], do hereby solemnly affirm and declare as follows:
1. That I had initially consented to be appointed as a director of [Proposed Company Name].
2. That I am now unwilling to act as a director of the said proposed company.
3. That I have no objection to [Name of New Director] being appointed as a director in my place.
4. That I hereby give my consent and no objection for the change of directorship as mentioned above.
Place: [Place]
Date: [Date]
[Signature of Initial Director]
---
By following the above steps and ensuring all required documents and consents are in order, you can successfully change the directors after the name approval and proceed with the incorporation of the company.
### Step-by-Step Process for Changing Directors After Form 1A Approval:
1. **Obtain No Objection Affidavit:**
- Get an affidavit from the promoter/director who initially consented to be a director but now refuses. The affidavit should state that they have no objection to not being a director and consent to the new individual taking the position.
2. **Prepare Documents for New Directors:**
- Obtain the following documents from the new director(s):
- Consent to act as a director in Form DIR-2.
- Declaration of non-disqualification in Form DIR-8.
- Proof of identity and address.
- Director Identification Number (DIN).
3. **Update Incorporation Forms:**
- **Form INC-1 (formerly Form 1A):** Although Form INC-1 is not required to be resubmitted, you need to ensure that the names of the new directors are correctly mentioned in subsequent forms.
- **Form INC-32 (SPICe):** This form is used for the incorporation of the company and contains details about the directors. Include the details of the new directors in this form.
- **Form INC-33 (e-MOA) and Form INC-34 (e-AOA):** Ensure that the names of the new directors are correctly mentioned in the Memorandum of Association (MOA) and Articles of Association (AOA).
4. **Approval of Changes:**
- If the new directors were not mentioned in the initial Form INC-1, it might be prudent to file a letter or application with the Registrar of Companies (ROC) explaining the change and including the affidavit from the initial director and the consent forms of the new directors.
5. **File Incorporation Documents:**
- File Form INC-32 (SPICe), along with Form INC-33 (e-MOA) and Form INC-34 (e-AOA) with the ROC. Ensure all required documents and declarations are attached.
6. **Incorporation and Allotment of DIN:**
- Upon filing and approval, the ROC will issue the Certificate of Incorporation, and the new directors’ details will be updated in the records.
### Key Points:
- **No Objection Certificate (NOC):** The affidavit from the initial director serves as a No Objection Certificate (NOC) and should clearly state their consent to not act as a director and allow another individual to be appointed.
- **Director’s Consent:** The new director(s) must provide their consent to act as a director in Form DIR-2 and declaration in Form DIR-8.
- **MOA and AOA:** The names of the new directors should be included in the Memorandum of Association (MOA) and Articles of Association (AOA) at the time of incorporation.
### Template for No Objection Affidavit:
---
**AFFIDAVIT**
I, [Name of Initial Director], son/daughter of [Father's Name], aged [Age], residing at [Address], do hereby solemnly affirm and declare as follows:
1. That I had initially consented to be appointed as a director of [Proposed Company Name].
2. That I am now unwilling to act as a director of the said proposed company.
3. That I have no objection to [Name of New Director] being appointed as a director in my place.
4. That I hereby give my consent and no objection for the change of directorship as mentioned above.
Place: [Place]
Date: [Date]
[Signature of Initial Director]
---
By following the above steps and ensuring all required documents and consents are in order, you can successfully change the directors after the name approval and proceed with the incorporation of the company.
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