Knowledge Bank

Moving the registered office to another State changes the situation clause of the Memorandum of Association. It needs the approval of the Regional Director under Section 13(4) of the Companies Act, 2013 and Rule 30 of the Companies (Incorporation) Rules, 2014.

1. Board meeting to approve the proposal and call a general meeting.
2. Special resolution of the members to alter the Memorandum, with Form MGT-14 filed within 30 days.
3. Notice to stakeholders: a notice is published in an English and a vernacular newspaper in the district of the registered office, and served individually on every debenture holder and creditor, before the application is filed.
4. Application in Form INC-23 to the Regional Director, with the list of creditors and debenture holders, an affidavit that no employee will be retrenched, and proof of service on the Registrar and the Chief Secretary of the State.
5. Order of the Regional Director, after any objections received have been considered.
6. Filing of the order in Form INC-28 with the Registrars of both States. The new Registrar issues a fresh certificate of incorporation.

Allow time for objections and a hearing when planning the move. Once the change is registered, the company should update its letterheads, bank records, GST and other registrations.

G & J Associates. This note explains the usual procedure and is not advice on any particular case. Check the current law before acting.

A public company can convert into a private company by altering its Articles. Under Section 14 of the Companies Act, 2013, the alteration takes effect only when it is approved by the Regional Director under Rule 41 of the Companies (Incorporation) Rules, 2014.

1. Check eligibility: the number of members, restrictions on transfer of shares and the deposit position must fit the definition of a private company in Section 2(68).
2. Board meeting and special resolution to alter the Articles and change the name so that it ends with "Private Limited", with Form MGT-14 filed within 30 days.
3. Application to the Regional Director in the prescribed form, within the time allowed by Rule 41, with the altered Articles and the minutes.
4. Hearing and order: the Regional Director may call for objections from creditors and members.
5. Filing of the order with the Registrar within 15 days of its receipt. The Registrar then issues a fresh certificate of incorporation.

A listed company must delist first. Check whether the company's loan documents require lender consent.

G & J Associates. This note explains the usual procedure and is not advice on any particular case. Check the current law before acting.

A transfer of equity instruments of an Indian company between a person resident in India and a person resident outside India is reported to the RBI in Form FC-TRS on the FIRMS portal, through an AD Category-I bank.

1. Who files: the resident party to the transfer, whether transferor or transferee.
2. When: within 60 days of the transfer of the capital instruments or of the receipt or remittance of funds, whichever is earlier.
3. Pricing: for an unlisted company the price must follow the FEMA pricing guidelines, supported by a valuation on an internationally accepted pricing method by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant.
4. Documents: the share purchase agreement, consent and KYC of the non-resident, the valuation report, proof of remittance and the company's acknowledgement.
5. After acknowledgement, the company records the transfer in its register of members.

Late reporting can be regularised with a late submission fee. Sectoral caps and the approval route must be checked before the transfer is made.

G & J Associates. This note explains the usual procedure and is not advice on any particular case. Check the current law before acting.

Due diligence for an SME IPO goes back over the company's entire corporate history. Most delays come from records that should have been in order long before the IPO.

1. Status: the issuer must be a public company, so a private company converts first.
2. Records: every allotment, transfer and change in capital should be supported by board and member approvals and ROC filings. Gaps may need compounding or condonation.
3. Demat: the company needs an ISIN, and the shareholding of the promoters and others must be in dematerialised form.
4. Board and KMP: independent directors, a woman director, a whole-time Company Secretary and a CFO, and the audit, nomination and remuneration, and stakeholders' relationship committees.
5. Financials: accounts audited by a peer reviewed auditor for the restated period, and the exchange's eligibility norms on track record and net worth.
6. Approvals and litigation: a current list of licences and of pending cases against the company, its promoters and its directors.

The SME platforms of BSE and NSE publish their own eligibility criteria, which change from time to time. Check them before fixing a timeline.

G & J Associates. This note explains the usual procedure and is not advice on any particular case. Check the current law before acting.