Running a company is not a one-time process. As businesses grow, changes in management, structure, address, or branding become inevitable. However, under the Companies Act, 2013, every such change must follow a defined legal procedure and be properly reported to the Registrar of Companies (ROC).
This blog explains the compliance requirements, process, forms, and timelines for:
Change in Directors
Change in Share Capital
Change in Registered Office
Change in Name Clause
1. Change in Directors – Compliance & Procedure
A company may appoint, resign, or remove a director due to operational or strategic reasons.
Types of Director Changes
Appointment of a new director
Resignation of an existing director
Removal of a director
Change in designation (Director to Managing Director, etc.)
Key Compliance Requirements
Obtain DIN for the new director
Conduct Board Meeting
File necessary ROC forms within prescribed timelines
ROC Forms Involved
DIR-12 – Mandatory for appointment or resignation (within 30 days)
DIR-2 – Consent to act as Director
DIR-8 – Disclosure of non-disqualification
Penalty for Non-Compliance
Late filing may attract penalties starting from ₹5,000 and can increase daily.
2. Change in Share Capital – Compliance & Process
Change in share capital occurs when a company restructures its equity.
Common Types of Share Capital Changes
Increase in authorised share capital
Issue of new shares
Rights issue or bonus shares
Share consolidation or subdivision
Key Approvals Required
Board Resolution
Shareholders’ approval (if required)
Alteration of Capital Clause in MOA
ROC Forms Involved
SH-7 – For increase in authorised capital
PAS-3 – Return of allotment (within 15 days)
Important Note
Stamp duty and ROC fees depend on the revised capital amount.
3. Change in Registered Office – Compliance Guide
A company may change its registered office for expansion, relocation, or operational convenience.
Types of Registered Office Changes
Within the same city
Within the same state but different ROC
From one state to another
Documents Required
Utility bill (not older than 2 months)
NOC from property owner
Proof of ownership or rent agreement
ROC Forms Involved
INC-22 – Change of registered office (within 30 days)
MGT-14 – If special resolution is passed
INC-23 – For inter-state office shift (if applicable)
4. Change in Name Clause – Company Name Change Compliance
A company may change its name due to rebranding, merger, or change in business activity.
Key Reasons for Name Change
Brand repositioning
Business expansion
Trademark alignment
Step-by-Step Process
Name availability approval
Board resolution
Shareholders’ special resolution
ROC filing and approval
ROC Forms Involved
RUN – Name approval
MGT-14 – Filing special resolution
INC-24 – Application for name change
Once approved, a new Certificate of Incorporation is issued.
Important Compliance Timelines at a Glance
| Change Type | ROC Form | Timeline |
|---|---|---|
| Director Change | DIR-12 | 30 days |
| Share Capital | SH-7 / PAS-3 | 15–30 days |
| Registered Office | INC-22 | 30 days |
| Name Change | INC-24 | After approval |
Why Timely ROC Compliance Matters
Avoid heavy penalties & legal notices
Maintain company’s legal status
Ensure smooth audits & funding
Build credibility with banks & investors
Non-compliance may lead to fines, disqualification of directors, and operational hurdles.
How BusinessRights Can Help
At BusinessRights, we provide end-to-end support for:
Director appointment & resignation filings
Share capital restructuring
Registered office change across India
Company name change & MOA/AOA amendments
Our experts ensure accurate documentation, timely filings, and hassle-free compliance.
Conclusion
Changes in directors, share capital, registered office, or company name are common business milestones—but they must be handled with strict legal compliance. Following the correct process and timelines ensures your company remains compliant, transparent, and growth-ready. For professional assistance and stress-free ROC filings, Contact BusinessRights your trusted compliance partner.