Changes In Company Detail

In India, companies registered under the Companies Act, 2013 may need to alter their details over time to reflect operational or structural changes. Whether it’s a change in company name, registered office address, directors, share capital, or modification of MOA & AOA, each change requires following a defined legal procedure.

This guide outlines the step-by-step process, documents required, regulatory forms, timeframes, and post-change compliance — all designed to keep your business compliant and up-to-date.

1. 🔄 Change of Company Name


Reasons: Rebranding, merger, change in business nature, legal requirement.


Steps:


• Apply for name approval via RUN (Reserve Unique Name) on MCA Portal
• Pass Special Resolution via EGM
• File MGT-14 and INC-24 for ROC approval
• Receive new Certificate of Incorporation

Key Forms: RUN, MGT-14, INC-24
Time Required: 10–15 working days

Documents Required:

• Board & Shareholder Resolutions
• Altered MOA & AOA
• Digital Signature Certificate (DSC)
• Current Certificate of Incorporation


2. 🏢 Change of Registered Office Address


Types of Office Changes:

• Within city: File INC-22
• Within state but different ROC jurisdiction: File MGT-14 + INC-23
• Between states: Requires RD approval, file INC-23, GNL-1, INC-28

Documents Required:

• Utility bill or NOC for new premises
• Board resolution
• Lease deed or ownership documents

Time Required: 7–20 working days depending on type


3. 👨 Change in Directors / Key Managerial Personnel (KMP)


Reasons: Resignation, appointment, death, disqualification, or restructuring.

Steps:
• Board Resolution for change
• Obtain Director Identification Number (DIN)
• File DIR-12 with ROC
Documents Required:
• Consent letter from new director (DIR-2)
• Appointment/resignation letter
• Board meeting minutes
Time Required: 1–3 working days


4. 💰 Alteration of Share Capital


Types:
• Increase in Authorized Capital: Requires MOA change + Form SH-7
• Issue of New Shares: File PAS-3 (Return of Allotment)
Steps:
• Conduct Board and Shareholder meetings
• Update MOA (if needed)
• File with ROC via SH-7 or PAS-3
Documents Required:
• Board resolution
• MOA copy with updated capital clause
• List of allottees
Time Required: 3–7 working days


5. 📄 Alteration of MOA (Memorandum of Association)


Common Reasons:
• Change in name, object clause, or capital structure
Steps:
• Pass a Special Resolution
• File MGT-14 within 30 days
• Submit updated MOA
Documents Required:
• Updated MOA
• Special Resolution & explanatory statement
• General meeting minutes


6. 📜 Alteration of AOA (Articles of Association)


Reasons: Rights restructuring, governance policy changes, or to convert from private to public company.
Steps:
• Convene general meeting
• Pass Special Resolution
• File MGT-14
Documents Required:
• Updated AOA
• Resolution copy
• Meeting notice & minutes

🏛️ Penalties for Non-Compliance


Non-compliance can lead to significant consequences:

Offense Penalty
Not filing DIR-12 (Director changes) ₹50,000 + ₹500/day for company & officer
Name change without INC-24 approval ROC may strike off company
Delay in share capital update (SH-7) ₹1,000/day capped at ₹5 lakh
Failure to update registered office (INC-22) ₹1,000/day capped at ₹1 lakh


FAQs on Changes in Company Details in India


🔹 Q1. Can a company change multiple details at once (e.g., name and address)?

Yes, a company can apply for multiple changes simultaneously (e.g., name, registered office, director change). However, each change must follow its specific legal process, forms, and approval. For instance, a name change requires INC-24, while an address change needs INC-22.

🔹 Q2. Is ROC approval mandatory for all types of changes?

Yes, most statutory changes in company details require Registrar of Companies (ROC) approval, except for internal changes like assigning work roles unless they impact legal filings. Key filings include MGT-14, INC-24, SH-7, DIR-12, etc.

🔹 Q3. What is the penalty for late filing of ROC forms?

The penalty is ₹100 per day per form with no upper cap for most forms. Additionally, officers in default can face personal fines ranging from ₹50,000 to ₹5,00,000 and disqualification in serious cases.

🔹 Q4. Can I update the company's details without a Company Secretary?

While not mandatory for small companies, it's strongly advised to engage a Company Secretary (CS) or legal expert. Improper filings can lead to rejections, fines, or legal disputes.

🔹 Q5. How do I inform the bank and tax authorities after making changes?

After ROC approval:
• Apply for updated PAN & TAN from the Income Tax Department
• Submit the new Certificate of Incorporation and board resolution to your bank
• Update GST registration via the GST portal using REG-14

🔹 Q6. Is publication in a newspaper required for any change?

Yes, for changes like:
• Registered office relocation to another state
• Company conversion (e.g., Private to Public)
Publication is required in English and vernacular newspapers, as per MCA guidelines.

🔹 Q7. What is DIN and why is it important in director changes?

DIN (Director Identification Number) is a unique ID issued to directors. It’s mandatory to:
• Appoint a director
• File DIR-12 for resignation/removal
• Link with PAN and Aadhaar
Without a valid DIN, ROC filings related to directors cannot proceed.

🔹 Q8. Do I need to update the website or email signatures after a name/address change?

Yes. It’s a legal requirement to update:
Letterheads
Official website
Email footers
Invoices and contracts
Display board at the registered office
This ensures transparency and helps in audits and legal reviews.

🔹 Q9. Can a company change its name without changing the PAN or GST number?

No. While the PAN number remains the same, you must apply for a revised PAN card reflecting the new company name. The same applies to GSTIN—you’ll need to update it with the new name through the GST portal using Form REG-14.

🔹 Q10. Do changes in shareholding require ROC filing?

Yes, any changes in shareholding—especially those resulting from new allotments, buybacks, or rights issues—must be reported via Form PAS-3 (Return of Allotment) and possibly MGT-7 (Annual Return) for record accuracy.

🔹 Q11. Is the approval of shareholders always needed for company detail changes?

Yes, for most structural changes like:
• Name change
• Registered office change (outside local limits)
• Change in object clause (MOA)
• Alteration in share capital
A Special Resolution (75% majority) is required in a General Meeting of shareholders.

🔹 Q12. Can a startup under DPIIT change its details without losing recognition?

Yes, DPIIT-recognized startups can change their name, address, directors, or capital structure without losing recognition. However, they must update the Startup India portal with new ROC documents to avoid discrepancies.

🔹 Q13. How are changes in company details reflected in MCA records?

Once ROC approves your filings, the MCA21 portal is automatically updated. The company’s Master Data, Public Documents, and Director details will reflect the changes, which are accessible to banks, investors, and the public.

🔹 Q14. Can a dormant company change its details?

No. Dormant companies (as per Section 455) cannot make changes until they reactivate by filing Form MSC-4. Once active, they may proceed with standard alteration processes.

🔹 Q15. Is board resolution format prescribed by law?

No specific format is mandated, but resolutions must include:
• The nature of the change
• Authorization for filing
• Approval clause
Templates follow Secretarial Standards (SS-1) issued by ICSI and should be retained as part of company records.

🔹 Q16. How do I change the object clause of the MOA?

To change the object clause (i.e., the business purpose), follow these steps:
1. Hold a Board Meeting to propose change
2. Issue notice for Extraordinary General Meeting (EGM)
3. Pass Special Resolution
4. File Form MGT-14 with altered MOA and resolution
5. Await ROC approval
This is common during business pivoting, expansion, or diversification.

🔹 Q17. Are there different rules for Section 8 (non-profit) companies?

Yes. For Section 8 companies: • ROC and Regional Director (RD) approval is mandatory for certain changes (e.g., name, objectives, address)
• Certain filings (e.g., INC-24, INC-23) require additional justifications
• Governance is stricter due to charitable status

🔹 Q18. What is Form INC-20A and how does it relate to company detail changes?

Form INC-20A (Declaration for Commencement of Business) must be filed within 180 days of incorporation. If not filed, the ROC may freeze the company and reject filings like name change, share capital increase, etc., until compliance is met.

🔹 Q19. What changes should be reported in the Annual Return (MGT-7/MGT-7A)?

The following must be up to date in your Annual Return:
• List of directors and KMPs
• Share capital changes
• Transfer/allotment of shares
• Registered office address
• Major resolutions (e.g., MOA/AOA amendments)
Filing incorrect or outdated information in MGT-7/7A can trigger ROC scrutiny or rejection of future filings.

🔹 Q20. Can foreign investors or NRIs be added as directors or shareholders?

Yes. Foreign nationals/NRIs can become:
• Directors (must obtain DIN and DSC)
• Shareholders (subject to FDI rules)
However, the company must comply with:
• FEMA guidelines
• RBI reporting (e.g., Form FC-GPR for share issue)
• KYC & PAN requirements.