Company law & ROC

Company law and ROC compliance

We register companies and LLPs, keep their annual filings with the Registrar of Companies current, handle changes in directors, share capital and charges, and advise on restructuring, revival and closure.

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Services

From incorporation to closure

Everything a company or LLP has to file with the Ministry of Corporate Affairs, done on time, with the registers and minutes behind it kept in order.

Company incorporation

Private limited, one-person and public companies, from name reservation to the certificate of incorporation.

  • Name approval, digital signatures and director identification
  • Memorandum and articles drafted for your business
  • PAN, TAN and the post-incorporation filings

LLP registration

Limited liability partnerships for professionals and small businesses, including the LLP agreement and the yearly filings that follow.

  • LLP agreement drafted and filed
  • Annual statement of accounts and annual return
  • Changes in partners and contribution

Annual ROC filings and director KYC

Financial statements in AOC-4 and the annual return in MGT-7 after the AGM, the auditor's appointment filing, and DIR-3 KYC for every director.

  • AGM notice, board report and resolutions
  • Appointment and resignation of directors
  • Reminders before each due date

Share transfers and allotments

Fresh issues to founders and investors, transfers between shareholders and buy-backs, with the filings and registers that go with them.

  • Rights issues and private placements
  • Share transfers and share certificates
  • Buy-backs and changes in authorised capital

Charge registration

Creation, modification and satisfaction of charges with the Registrar when a company borrows from a bank or financial institution, so the lender's security is on record.

Secretarial support

Board and general-meeting minutes, statutory registers and resolutions maintained through the year. Where a secretarial audit or certification by a company secretary is required, we coordinate with a practising company secretary.

Restructuring and NCLT matters

Mergers, amalgamations and demergers through schemes of arrangement, conversion of firms into companies or LLPs, and representation before the NCLT, the Regional Director and the Registrar.

  • Schemes of arrangement and valuation support
  • Compounding of offences
  • NCLT representation

Strike-off, closure and revival

Voluntary strike-off of companies and LLPs that have stopped business, liquidation where required, and revival of struck-off companies before the NCLT.

  • Pending filings made good before closure
  • Strike-off applications and liquidation
  • Revival of struck-off companies
Who leads this work. CA Vaibhav Jain, FCA, leads company law, restructuring and NCLT matters. Enquiries are handled by CA Amit Kumar Jain at our Jaipur office. See our partners.

Process

How incorporation works

The steps for a private limited company; an LLP follows the same route with an LLP agreement in place of the memorandum and articles.

  1. Name and documents

    We check the proposed name against existing companies and trademarks and reserve it, and collect identity and address proofs of the directors and proof of the registered office.

  2. Digital signatures

    Each proposed director obtains a digital signature certificate. Director identification numbers are allotted through the incorporation form itself.

  3. Incorporation filing

    We draft the memorandum and articles and file the integrated incorporation form with the Registrar. PAN and TAN are issued along with the certificate of incorporation.

  4. After incorporation

    Opening the bank account and bringing in the share capital, the declaration of commencement of business, appointment of the first auditor, GST and other registrations, and a compliance calendar for the year ahead.

FAQ

Common questions about company compliance

Private limited company or LLP: which should I choose?
An LLP has fewer annual filings and more flexible profit-sharing between partners. A private limited company is easier to raise equity into, can issue shares and options to employees, and is what most investors, lenders and large customers expect. The tax treatment of the two also differs. We go through your plans for funding, ownership and exit before recommending one.
What does a private limited company have to file every year?
After the annual general meeting, the financial statements in AOC-4 and the annual return in MGT-7, plus the auditor's appointment filing when the auditor changes and DIR-3 KYC for each director. Some companies have additional returns, for example where loans are outstanding or dues to small suppliers are overdue. Late filing attracts additional fees for every day of delay.
When is director KYC due?
DIR-3 KYC has moved to a three-year cycle, due by 30 June. A director whose details change in between must update them. Directors who miss the filing have their DIN deactivated until it is done, so we send a reminder in advance.
Can a company that has been struck off be revived?
Yes, by an application to the NCLT within the time the law allows, supported by the reasons for revival and proof that the company was carrying on business or that it is otherwise just to restore it. The overdue filings have to be made good as part of the process. We prepare the application and the filings and appear before the Tribunal.

Talk to a chartered accountant

Starting a company, or behind on filings? Tell us where things stand and we will set out what needs doing and the fee.

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