Event-Based Compliances for a Private Limited Company

(Actions required only when a specific event happens)

Apart from yearly compliances, certain filings are required whenever a major change or event occurs in the company.
Below is a simple list of common events and the compliances triggered by each.

1. Change in Directors

Required when you:

  • Add a new director
  • Remove a director
  • Change designation (e.g., Director → Managing Director)

ROC filings must be done within set timelines to update official records.

2. Change in Registered Office

Applicable when you:

  • Shift office within the same city
  • Shift office to another city
  • Shift office to another state

Different forms are required based on the type of shift.

3. Increase in Authorised Share Capital

Before increasing paid-up capital, a company must first increase its authorised capital through:

  • Board approval
  • Shareholder approval
  • ROC filing

Mandatory before issuing new shares.

4. Increase in Paid-Up Capital

Required when you:

  • Bring in new funds
  • Issue fresh shares to existing or new shareholders

ROC filings must be made for reporting the new shareholding.

5. Change in Company Name

If you decide to rebrand or modify the company name, you must:

  • Obtain shareholder approval
  • Reserve a new name
  • File the required ROC forms

The ROC will share the Certificate of Change in Name.

6. Change in Objects of the Company

When you expand or modify your business activities, you must update the object clause of the company.
This requires:

  • Special resolution
  • ROC filing
  • Updated MOA
7. Filing of Special Resolutions & Agreements

Any decision approved through a special resolution (e.g., major changes in structure, borrowing, share issues, etc.) must be filed with ROC.

8. Other Common Event-Based Compliances
  • Changes in shareholding pattern
  • Transfer of shares
  • Appointment or change of statutory auditor
  • Opening or closing of bank accounts
  • Creation or modification of charge (loan, mortgage)
  • Issue of debentures
  • Allotment of shares to investors

Each of these has separate compliance requirements and must be reported to ROC within specific timelines.

Disclaimer:

This article is provided for informational purposes only and is not intended as legal advice. Legal Terminus is not responsible for any changes in laws or regulations that occur after the publication date of this article. For specific legal advice, please consult with a qualified attorney.

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