Directors, name, registered office, capital and shareholding — filed within the statutory window.
Every structural change in a company is an event-based filing with a deadline attached, usually 30 days, and the additional fee for late filing runs at multiples of the normal fee rather than a flat penalty. These filings are also the ones that get skipped, because unlike the annual return there is no season to remind you. We handle the resolutions, the forms and the register updates together, so the statutory records match what the MCA shows.
Directors
Event
Form
Deadline
Appointment of a director
DIR-12 with DIR-2 consent and DIR-8 disclosure
30 days from appointment
Resignation of a director
DIR-12 by the company; DIR-11 optionally by the director
30 days
Removal of a director
Special notice, ordinary resolution at a general meeting, then DIR-12
30 days from the meeting
New DIN
DIR-3, or through SPICe+ at incorporation
Before appointment
Annual director KYC
DIR-3 KYC or web KYC
30 September every year
A missed DIR-3 KYC deactivates the DIN. The director cannot sign any MCA form until it is reactivated, which requires filing the KYC with a fee of ₹5,000. This routinely surfaces at the worst moment — when an annual filing is due and the signatory's DIN is inactive.
A director who resigns should file DIR-11 personally rather than relying on the company to file DIR-12, particularly where the relationship has broken down. Without it, the MCA record continues to show them as a director, and liability follows the record.
Company name change
Name availability checked and reserved through the RUN service, with a trade mark search first.
Board resolution approving the change and calling a general meeting.
Special resolution passed by the members, and MGT-14 filed within 30 days.
INC-24 filed for central government approval, with the altered MOA and AOA.
Fresh certificate of incorporation issued; the name is then updated with the bank, GST, PAN, TAN, EPFO, ESIC and every licence and contract. The CIN does not change.
Registered office change
Within the same city or town: board resolution and Form INC-22 within 30 days
Outside the local limits but within the same ROC jurisdiction: special resolution, MGT-14, and INC-22
From one ROC jurisdiction to another within Tamil Nadu: Regional Director approval in INC-23, then INC-28 and INC-22
From one state to another: special resolution, advertisement, notice to creditors and the Registrar, Regional Director approval, and MOA alteration — a multi-month process
Proof of the new address, the owner's No Objection Certificate and a utility bill not older than two months are needed in every case.
Capital and shareholding
Increase in authorised capital: AOA check, ordinary resolution, Form SH-7 within 30 days, with stamp duty at Tamil Nadu rates on the increase
Allotment of shares: Form PAS-3 within 15 days of allotment, with the valuation report and the private placement offer letter in PAS-4 where applicable
Share transfer: executed on Form SH-4 with stamp duty at 0.25% of consideration, board approval, and the register of members updated — no ROC form is required for a transfer, but the annual return will report it
MOA object clause amendment: special resolution and MGT-14 within 30 days
AOA amendment: special resolution and MGT-14; conversion from private to public or the reverse requires additional filings
Registers that must match
The MCA record is only half of it. The company is required to maintain a register of members, register of directors and key managerial personnel, register of charges and register of contracts, along with signed minutes of every board and general meeting. In due diligence for a fundraise or a sale, these are examined before anything else, and reconstructing three years of minutes retrospectively is both expensive and obvious. We maintain them alongside the annual ROC filings.
If the company has stopped operating altogether, changing directors is not the answer — see company and LLP closure.
Frequently asked questions
Event-based forms attract additional fees on a slab basis that multiplies with the delay, and for several forms the additional fee is 100 per day without an upper cap. For a form delayed by a year the additional fee frequently exceeds the professional cost of filing it on time by a wide margin.
A private limited company must have at least two directors and a public company three. If a resignation takes the board below the minimum, the remaining director must appoint a replacement, and until then cannot transact business other than that appointment. Operating below the minimum for an extended period is a continuing default.
Yes, and this is the step most often missed. The GST core field amendment in REG-14 requires departmental approval and supporting address proof, and a mismatch between the MCA address and the GST address is a common trigger for scrutiny. The bank, EPFO, ESIC, professional tax authority and every licence also need updating.
It requires a duly stamped SH-4, board approval and an update to the register of members, but no separate ROC form. It is reported in the next annual return in MGT-7. Where the transferee is a non-resident, FEMA reporting in Form FC-TRS becomes applicable and has its own 60-day deadline.