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Changes in Business

“Business has to change the way it does business, or we will make no significant changes in the way we relate to the earth”. Changes in Business.

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Changes in Business

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  1. “Business has to change the way it does business, or we will make no significant changes in the way we relate to the earth”

  2. Changes in Business Changes in Government, technology, customer needs and how competitors do business are among the external forces affecting your company. Countless external events can impact your company. Company is an artificial person created by Law having perpetual succession. There are various changes in the company in respect of management, capital structure, registered office address and many more.

  3. Types of Changes in Business

  4. Change in Memorandum of Association of Company • Memorandum of Association is a document which sets out the constitution of the company. It clearly displays the company’s relationship with outside world. Memorandum of Association can altered in the following respect for which it required copy of altered MOA: • Alteration in the Name clause: Name of the can be changed by the company [Section 13 (2) and (3)] of the Companies Act, 2013 • B. Alteration in the Registered Office: For change in the registered office within the same State or from one registrar to another or from one State to another. • C. Alteration in the Object clause: For change its activity or increase its scope of work. • D. Alteration in the Liability : Forconversion of company from private to public & vice-versa. • E. Alteration in the Capital clause: Capital Clause can be altered for the following reasons: • • To increase its share capital by issuing new shares.• To consolidate and divide all or part of its share capital into shares of a large amount.• To convert all or any of its fully paid-up shares into stock or reconvert that stock into fully paid-up shares of any denomination.• To sub-divide its shares into shares of lower denomination.• To cancel those shares which have not been taken by any person and reduce the amount of its share capital

  5. Change in Registered Office of The Company • Document Required • In case owned by the company : Copy of Sale Deed Registry Paper Other Property Paper 2. In case Rented: Notarised Copy of Rent Agreement 3. NOC from the property owner 4. Utility Bill: Electricity bill , Mobile bill , Telephone Bill , Gas bill (not older than 2 months) • Purpose of registered office of the Company • Act as the communication channel of the company. • A place of keeping books of account of the company. • To serve a document to the company. • A place to convene all types of meetings of the company  “The registered offices are the headquarters of the corporation, the place where the company has been formed. Whereas the corporate offices are where the organization has its principle place of operation. These offices are generally known as the headquarters of the corporation. Registered office or corporate address can be one and same or different.”

  6. Changes in Management of Company Appointment of Director One Person Company Minimum-1 Maximum-15 Private Limited Company Minimum - 2 Maximum-15 Public LimiteCompany Minimum- 3 Maximum-15 Resignation Changes in management take place in the form of appointment /resignation of Director: • Form DIR-12 is filed with the MCA portal for appointment of director. • Form DIR 12 has to be filed by the Company and Form DIR 11 has to be filed by the Resigning Director. • The Resigning Director is only liable for any non-compliance during his tenure as director and not for anything after his resignation.

  7. Changes in Management of LLP Change in management is govern LLP Agreement. In case LLP Agreement is silent about it than it will be govern by provisions of the LLP Act. • LLP has no restriction on maximum number of partners. Accordingly, LLP Act does not mandatory require execution of fresh LLP Agreement at the time of admission of partner though supplementary deed is made whenever there is any change. • Appointment / cessation of partners – LLP Form 4 Copy of Signed Appointment/resignation letter • Supplimentary Deed – LLP Form 3 • The grounds for cessation of partner apart from resignation: • on his death or dissolution of the limited liability partnership; • if he is declared to be of unsound mind by a competent court; or • if he has applied to be adjudged as an insolvent or declared as an insolvent.

  8. Change in Share Capital Copy of MOA & AOA is Required • Authorised Capital or Registered Capital is the maximum ceiling limit of the capital up to which a Company can issue shares and collect money from its shareholders. Minimum Authorised Capital: Private Ltd. Co. - Rs. 1 Lakh Public Ltd. Co. - Rs. 5 Lakh “With the Companies Act Amendment, 2015 no minimum ceiling of paid-up is now in existence.” • Fee applicable 1. ‘Increase in Authorized Capital Independently’ 2. ‘Increase in Authorized Capital due to Central Government Order’ • Preferential offer under section 42 can be also made for a consideration other than cash but cannot Private Placement under section 62. • For all practical purpose, an offer made by way of a private placement would include an offer made on preferential basis and also applicable to all types of co. for further issue of share capital. • For unlisted companies, the price of shares to be issued on preferential basis For listed companies the relevant SEBI Regulations shall apply.

  9. Change in Article of Association of The Company • Any Company who is intending to make any change to the Article of Association (AOA) of its company will have to comply with the provisions of Section- 14 of Companies Act, 2013 and any other applicable provisions of the Act including fulfillment of condition as may be contained in the Memorandum of Association (MOA) of Company. • Notice of every change in Article of Association of the company is to be filed with the ROC in form MGT-14 within 30 days of passing of special resolution to that effect. • The alteration must not exceed the powers given by the Memorandum of Association of the company or conflict with the provisions thereof. • Any change must be in the genuine best interests of the whole company, not just designed to meet the needs of some members.

  10. Change in Article of Association of The Company …….Cont. • The articles generally deal with the following1. Classes of shares, their values and the rights attached to each of them.2. Calls on shares, transfer of shares, forfeiture, conversion of shares and alteration of capital.3. Directors, their appointment, powers, duties etc.4. Meetings and minutes, notices etc.5. Accounts and Audit6. Appointment of and remuneration to Auditors.7. Voting, poll, proxy etc.8. Dividends and Reserves9. Procedure for winding up.10. Borrowing powers of Board of Directors and managers etc.11. Minimum subscription.12. Rules regarding use and custody of common seal.13. Rules and regulations regarding conversion of fully paid shares into stock.14. Lien on shares.

  11. Contact @ 7408733333:7607655555 Email ID: samitisamadhan@gmail.com Website: industryincubator.co.in YouTube Channel: Entrepreneur India.Tv

  12. THANK YOU

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