07 January 2020
Dear Experts, Please help in fixing this issue:- A Private Limited Company wants to change its name and it has done the following :- 1. Has passed the Board Resolution for change of name of Company 2. Duly Convened the Extraordinary General Meeting of the Members and passed SR and it was resolved in EGM to alter the name clause in MOA and Alteration in AOA and necessary alterations in all matters, deeds, things etc to give effect of changed name accordingly. The ROC official has raised the following remark for the e form:- Alter MOA/AOA should be duly attested by director of the Company, declaration stating that the deposit not accept, AR/BS for the period from 2015 to 201 are not filed and Consent for Shorter Notices not furnished Now please help in fixing this issue regarding satisfying the requirement of ROC for submission of Certified Copy of MOA and AOA. Please reply urgently in this matter.
10 July 2024
To address the issues raised by the ROC official regarding the submission of Certified Copy of MOA and AOA for the name change of your Private Limited Company, here’s what you should consider and how you can proceed:
### 1. Attestation of MOA/AOA:
- **Attestation Requirement:** The ROC official requires that the altered MOA/AOA should be duly attested by a director of the company.
- **Action Needed:** - Ensure that the altered MOA and AOA have been properly drafted to reflect the change in the name clause. - Arrange for these altered documents to be signed by a director of the company. Typically, this involves obtaining the physical signature of a director on each page of the MOA and AOA. - The signature should be attested as per the format provided by the ROC or as per standard practice, which may involve notarization or certification by a practicing professional (e.g., CA, CS, etc.).
### 2. Declaration Regarding Deposit Acceptance:
- **ROC Remark:** The declaration stating that the company has not accepted any deposits is required.
- **Action Needed:** - Prepare a declaration on company letterhead signed by a director stating that the company has not accepted any deposits from the public under Section 73 to 76 of the Companies Act, 2013. - Ensure this declaration is dated and signed by a director or an authorized signatory.
### 3. Annual Returns (AR) and Balance Sheets (BS):
- **ROC Remark:** The AR/BS for the period from 2015 to 2020 are not filed.
- **Action Needed:** - Immediately file all pending Annual Returns (AR) and Balance Sheets (BS) from 2015 to 2020. These filings are crucial for maintaining compliance and showing the financial health of the company. - Ensure that all financial statements are audited, if required, and that the filings are made within the specified timelines.
### 4. Consent for Shorter Notices:
- **ROC Remark:** Consent for Shorter Notices not furnished.
- **Action Needed:** - If the EGM where the resolution for the name change was passed was convened on shorter notice than the statutory period, ensure that the consent for such shorter notice from all members entitled to attend and vote at the meeting is obtained. - Prepare a consent letter or form duly signed by all members entitled to vote, consenting to the shorter notice period for the EGM.
### Next Steps:
- **Compile Documents:** Gather all necessary documents including the altered MOA and AOA, declaration regarding deposits, pending AR/BS filings, and consent for shorter notices (if applicable). - **Prepare E-form:** Fill out the relevant e-form on the MCA portal (e.g., Form MGT-14 for alteration of MOA/AOA) with accurate details and attach the required documents. - **Submission:** Submit the e-form along with the required attachments and pay any applicable fees through the MCA portal.
### Professional Assistance:
- **Consultation:** If you are unsure about any of the requirements or procedures, consider consulting with a company secretary (CS) or a chartered accountant (CA) who specializes in corporate compliance. - **Review:** Have all documents reviewed thoroughly to ensure compliance with ROC requirements before submission.
By addressing these issues promptly and ensuring all necessary documents and declarations are in order, you can proceed with the name change process of your Private Limited Company smoothly.
CAclubindia
