PAS-3 Form: Return of Allotment

e-Form PAS-3 is required to be filed as per Section 39(4) and 42(9) of the Companies Act, 2013, and rule 12 and 14 Companies (Prospectus and Allotment of Securities) Rules, 2014.

Whenever any company makes any allotment of shares or securities, it is required to file a return of allotment in e-Form PAS-3 to Registrar on MCA Portal including the complete list of allottees to whom the securities have been issued.

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Information to be furnished in form PAS-3

Following information need to be entered in form PAS-3:

  • Corporate Identification Number (CIN)
  • Securities allotted payable in cash or for consideration other than cash
  • Number of total allotment made
  • Date of allotment
  • Date of passing shareholder’s resolution
  • SRN of Form No. MGT-14
  • Nature of allotment i.e. Preference shares/equity shares without differential rights or equity shares with differential rights or debentures
  • Details about allotment
  • Details of consideration
  • Likewise, Details of bonus shares
  • Details of private placement
  • The capital structure of the company after considering allotment.
  • Debt structure of the company after considering allotment
  • Whether the complete list of allottees has been enclosed as an attachment
If consideration is to be received in cash then details of maximum 5 allotments can be entered. If the total number of allotment exceeds 5 then the company is required to file a separate form for allotment beyond 5.
Likewise, If shares are allotted for consideration other than cash then details of maximum 3 allotments can be entered. If the total number of allotment exceeds 3 then the company is required to file a separate form for allotment beyond 3
Tip
If consideration is to be received in cash then details of maximum 5 allotments can be entered. If the total number of allotment exceeds 5 then the company is required to file a separate form for allotment beyond 5.
Likewise, If shares are allotted for consideration other than cash then details of maximum 3 allotments can be entered. If the total number of allotment exceeds 3 then the company is required to file a separate form for allotment beyond 3

Due Date for Filing Form PAS-3

Case-1: Allotment of shares to Public at large 

If a company makes allotment of shares to public at large then company shall file with the registrar a return of allotment of shares within 30 days in form PAS-3.

Case-2: Allotment of shares through private placement 

If a company makes allotment of shares through private placement then the company shall file with the registrar a return of allotment in form PAS-3 within 15 days of allotment.

Due dates to file return of allotment of shares can be better understood as follows:

Manner of allotment Time limit of filing PAS-3
Allotment of shares to public at large Within 30 days of allotment of shares
Allotment of shares through private placement Within 15 days of allotment of shares

Sample Form PAS-3

Sample Form PAS-3
Form PAS-3: Return of Allotment
From here you can directly download Form PAS-3 available on MCA portal
Download
Form PAS-3: Return of Allotment
From here you can directly download Form PAS-3 available on MCA portal
Download

What is the procedure of Filing Form PAS-3?

Time needed: 5 minutes.

  1. Download Form

    First and foremost, the form must be downloaded from the MCA Portal.

  2. Enter CIN & click on Pre-fill

    Users can avail pre-fill facility which auto-fills the form based on details that have already been collected.

  3. Fill additional details with respect to allotment and capital structure of the company

    Next, the form must be filled carefully by entering the information relating to the allotment as mentioned above in the article, and all the other details it asks must be provided such as the capital structure of the company or details of bonus shares. Please make use of the instruction kit

  4. Attach Documents

    Next, upload the necessary documents and attachments as mentioned above.

  5. Sign & Submit Form

    Before submitting go through the form once again and check for errors. Attach your digital signature to authorize the form, and then click Submit.

  6. Upload Form

    Upload the form and pay the required transaction fees.
    Note down the SRN number which has been generated for future reference

Attachments Required

  • List of allottees, separate list for each allotment is mandatory.
  • Copy of Board or Shareholders’ resolution approving allotment of shares is mandatory in all cases
  • Valuation Report from the registered valuer is mandatory in case obtained from valuer.
  • Copy of Contract/Complete particulars of contract duly stamped is mandatory to attach in case securities are issued other than cash
  • Complete record of private placement offers and acceptances in Form PAS-5 is mandatory in case of private placement
  • Copy of the special resolution authorizing the issue of bonus shares is mandatory in case of bonus issue.

Fees for Filing PAS-3 Form

In case of company having share capital

Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 1,000

In case of company does not have share capital flat fees of Rupees 200 is applicable

Additional Fee in case of delay in filing of PAS-3

If company fails to file PAS-3 within prescribed time then additional fee shall be applicable as follows:

Period of delays Additional Fee
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days and up to 270 days 12 times of normal fees

Consequences of non-filing of Form PAS-3

Case-1: Allotment of shares to Public at large 

If company fails to file PAS-3 within 30 days from date of allotment then the company and the officer in default will be liable to penalty of INR 1,000 for each day during which defaults continues or INR 1,00,000, whichever is less.

Case-2: Allotment of shares through private placement 

If company defaults in filing of PAS-3 within 15 days then the company, its promoters and directors shall be liable to a penalty of INR 1,000 for each day during which such default continues but not exceeding INR 25 Lacs.

FAQs

Is there any record of Private Placement to be maintained?

The Company shall maintain a complete record of private placement offers in Form PAS-5.

When the amount received by allotment of shares can be utilised?

The amount can be utilised only after filing PAS-3.

Within how many days the Allotment of Securities to be completed?

Issuer Company shall allot its securities within 60 days from the date of receipt of the application money; and
If the Company is not able to allot the securities within that period, it shall repay the application money to the subscribers within 15 days from the date of completion of 60 days; and
If the company fails to repay the application money within the aforesaid period, it shall be liable to repay that money with interest at the rate of 12% per annum from the expiry of the sixtieth day.

DIR-6 Form: Intimation of change in particulars of Director

E-Form DIR-6 is the form for providing the intimation of change in particulars of Director to the Central government within 30 days of the change in particulars as per Rule 12(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Moreover, Directors have to sumit documents in form DIR-3 or SPICe & iif there is any modification in such documents, the candidate can submit e-form DIR-6 on the MCA portal.

For example, in the case of location change of an executive, he or she is required to inform this change by submitting e-form DIR-6 alongside the necessary attested particulars.

Also, One should change details of PAN first before filing DIR-6, as the form validates the input from the PAN database if required.

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The changes may be there with respect to the following:

  • Name
  • Address (Permanent/ Correspondence address)
  • Date of Birth
  • E-Mail ID or phone number
  • Father’s Name
  • Nationality
  • Occupation Type
  • Educational Qualification
  • Changes in PAN Card, Voter ID Card, Passport, Aadhaar Card or other proof
  • Residential Status
  • Photograph of Director
  • Gender, etc

Sample Form DIR-6

Sample form DIR-6

Process of filing Form DIR-6

Time needed: 5 minutes.

  1. Download Form

    First and foremost, the form must be downloaded from the MCA Portal.

  2. Enter DIN & click on Pre-fill

    Users can avail pre-fill facility which auto-fills the form based on details that have already been collected.

  3. Select Type of change & fill additional details accordingly

    Next, the form must be filled carefully, and all the details it asks for must be provided. Please make use of the instruction kit. On the basis of the option selected the fields get enabled.
    The mobile number and email Id is the mandatory requirement.

  4. Attach Documents

    Attach PAN card copy & depending upon the field selected in step 3 the supporting document is required to be attached.
    Moreover, documents should be self-attested and also attested by the Chartered Accountant or the Company Secretary or the Cost Accountant, in whole-time practice.

  5. Sign & Submit Form

    Before submitting go through the form once again and check for errors. Attach your digital signature to authorize the form, and then click Submit.

  6. Upload Form

    Upload the form and pay the required transaction fees.
    Note down the SRN number which has been generated for future reference

Attachments with Form DIR-6

  • Proof of change in particulars.
  • Likewise, Proof of Identity of director/ designated partner.
  • Also, In the case of Indian nationals, Income-tax PAN is a mandatory requirement for proof of identity.
  • Likewise, In the case of foreign nationals, a passport is a mandatory requirement for proof.
  • Further, Proof of residence of director/ designated partner.
  • Also, Address proofs like bank statements, electricity bills, telephone bills, utility bills, etc. shall be attached. Moreover, In case of the Indian director/ designated partner, documents shouldn’t be older than 2 months from date of filing.
  • Also, In case of foreign director/ designated partner, address proof should not be older than 1 year from the date of filing.
  • In case of proofs that are in languages other than Hindi/ English, the proofs should be translated in Hindi / English by a professional translator carrying his details (name, signature, address) and seal.
Form DIR-6 for Intimation of change in particulars of Director to be given to the Central Government
From here you can directly download Form DIR-6 available on MCA portal
Download
Form DIR-6 for Intimation of change in particulars of Director to be given to the Central Government
From here you can directly download Form DIR-6 available on MCA portal
Download

Change in Name or Date of Birth Of Director

While applying for change in name and date of birth of directors,

  1. The change must be first published in the official gadget and copy of such gadget shall be attached with such form
  2. After publishing in the official gadget, the particulars of PAN are required to be amended
  3. Then the individual should proceed for change in above amendments of name or date of birth in DIN

Moreover, In case there is a change of spelling mistake or some addition or deletion of some middle name then such change may be applied for without publishing in the official gadget.

Certification of Form DIR-6

Lastly, Form DIR-6 must be certified by a practicing Chartered Accountant or Cost Accountant or Company Secretary. The professional must also provide their membership number and attest to the supporting documents attached to DIR-6.

FAQs

Who needs to file Form DIR-6?

The Director of a company or a Designated Partner of an LLP, having valid DIN and DPIN, respectively, and they need some changes in the information, are to file eForm DIR-6 to update their DIN/DPIN.

Is there a time limit to file DIR-6?

Yes, Directors have to file DIR-6 within 30 days of the change in particulars

What is the purpose of filing Form DIR-6?

DIR-6 is filed to update the Central Government about the changes made in any information that DIN/DPIN contains. For Example, It may be Director’s Name, Address, mail-ID, Phone number, Appearance, Nationality, Educational Qualification, Gender, etc.

LLP Form 8: Statement of Account & Solvency

LLP Form 8 or Statement of Account & Solvency is a form that must be filed every year by all Limited Liability Partnerships (LLPs) registered in India. LLPs must file Form 8 with the Ministry of Corporate on MCA portal irrespective of the turnover of the LLP.

Further, Every LLP has to maintain books of accounts as per the double-entry system of accounting and prepare a Statement of Accounts and Solvency (Accounts) every year ending on 31st March.

Also, LLP has to file such Accounts to the Registrar of LLP (Form 8) within 30 days from the end of 6 months of such financial year. So, the filing of Accounts is mandatory on or before 30th October every year.

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Applicability of Form 8

Every LLP registered on or before 30th September is required to mandatorily file a statement in Form 8 for the Financial Year ending on 31st March.

However, if LLP is registered after 30th September has an option to file a statement in Form 8 for the Financial Year ending on 31st March of that year.

Particulars of Form 8

Form 8 has two parts as follows:

Part A – Statement of Solvency

Statement of Solvency contains a declaration on the state of solvency of the LLP by the designated partners and also information related to statement of assets and liabilities and statement of income and expenditure of the LLP.

Part B – Statement of Accounts and Income & Expenditure

Statement of Accounts: It contains details of the following:

  1. Partners’ funds (Contribution, Profit/ loss made, etc),
  2. Liabilities (Secured loans, unsecured loans, short term borrowings, creditors/ trade payables, provisions for taxation/contingencies/insurance)
  3. Lastly, Assets (Fixed assets, Investments, Loans and advances, inventories, Debtors/ trade receivables, cash and cash equivalents, etc)

Statement of Income & Expenditure: It contains details of the following:

  1. Income (Turnover, other income, increase/ decrease in stocks including raw materials, work-in-progress and finished goods)
  2. Secondly, Expenses (Purchases, personal expenses, administrative expenses, selling expenses, depreciation, interest, profit before taxes, provision for tax, profit after tax, profit transferred to Partners’ account, profit transferred to Reserves and surplus)

Sample Form 8

Form 8: Statement of Account & Solvency
From here you can directly download Form 8 available on MCA Portal
Download
Form 8: Statement of Account & Solvency
From here you can directly download Form 8 available on MCA Portal
Download

Key Points For Filing LLP Form 8

Following are important Points which LLP need to consider before filing of Form 8.

  1. Details about Annual Return of Limited Liability Partnership Year, Start Date of the financial year, LLP Registration Number
  2. Registered office address of LLP & Other address if any
  3. Turnover details
  4. Likewise, Contribution details
  5. Details of the statement of Account ( Contribution, Secured Loan, Unsecured Loan, Fixed assets  
  6. Details of the statement of Income and Expenditure ( Sale of Goods, Services, Expenses, etc. )
  7. Sign with DSC of Designated Partner
  8. Others if any

Filing Fees for Filing LLP Form 8

MCA Calculates LLP Form 8 fees on basis of contribution in LLP. Fees For Form Rs.50 to Rs.200/- Below is summary of Government fees for Filing Form 8.  

Contribution in LLP  ( Total Amount ) Government Fees Applicable
LLP having Contribution up to Rs. 1 Lakh Rs. 50/-
LLP having Contribution more than Rs. 1 Lakh up to Rs. 5 Lakhs Rs. 100/-
LLP having Contribution more than Rs. 5 Lakhs up to Rs. 10 Lakhs Rs. 150/-
LLP having Contribution more than Rs. 10 Lakhs Rs. 200/-

For Foreign LLP Form 8 filing fees is Rs. 1000/- 

Consequences of Late Filing or Non-Filing

1. Additional Fee

Delay in filing any of the returns (Form 11 or Form 8) will attract an additional fee of Rs.100 per day till the date of filing the return.

2. Fine for non-Fling of Accounts (Form 8)

As per Sec.34 (5) of the LLP Act, 2008, if the LLP fails to file the Annual Return in time, it is punishable with fine which shall not be less than Rs.25,000/- but which may extend to Rs.5,00,000/- and also, every Designated Partner of such LLP shall be punishable with fine which shall not be less than Rs.10,000/- but which may extend to Rs.1,00,000/-

FAQs

What Forms to be filed for ROC Return?

LLP need to file two eForms every year. Form 11 for Annual Return of the LLP and Form 8 for the Statement of Accounts.

What is the process to file LLP Form-8?

The process to file LLP Form-8 is as under:
– Check that the form is fully filled
– Digitally sign the Form-8with the DSC of the partners
– If required get form 8 attested by Company Secretary
– Perform a pre-scrutiny of the eform
– Upload the form at MCA Portal
– Pay the ROC Fee

If an LLP is incorporated on 1st December of the financial year, when do it needs to file a statement of accounts and annual return?

In case LLP has been incorporated on or after 1st October of financial year, then LLP can close its first financial year either on the coming or next 31st March i.e. LLP files its first financial year details for 18 months.

Procedure to File LLP Form 8 on MCA Portal

LLP Form 8 or Statement of Account & Solvency is a form that must be filed every year by all Limited Liability Partnerships (LLPs) registered in India. To File LLP Form 8 with the Ministry of Corporate on MCA portal is mandatory irrespective of the turnover of the LLP

Also, LLP has to file such Accounts to the Registrar of LLP (Form 8) within 30 days from the end of 6 months of such financial year. So, the filing of Accounts is mandatory on or before 30th October every year.

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Sample Form 8

Due Date to File Form 8

The government, in an attempt to promote ease of living and compliances for Micro, Medium and Small Enterprises doing business through the vehicle of LLP has decided to allow LLPs to file Form 8 for the financial year 2020-21 without paying additional fees up to 30th December, 2021.

Procedure to File Form 8

Time needed: 5 minutes.

  1. Download the form with instruction kit

    You can download Form from MCA website easily

  2. Find out your LLPIN

    Write your LLP name and all LLP registered to MCA containing words you have provided, will be displayed. Choose your LLP and get the LLPIN corresponding to it.

  3. Prefill the LLP form-8

    Fill Year for which this form relates and Periodicity of the form (i.e. annual or interim) and use pre-fill utility. All details upto Part A point no. 1 will be displayed automatically.
    Total monetary value of obligation of contribution (Capital Contribution) as on above date will be automatically appearing and it will be as per Form 11 – Annual Return as filed by you.

  4. Fill Statement of Account and Statement

    After using Pre-fill utility, fill Statement of Accounts and Statement of Income and Expenditure. Put “0” where there is no amount to mention.

  5. Attach Documents

    Next, upload the necessary documents and attachments as mentioned above.

  6. Sign & Submit Form

    Before submitting go through the form once again and check for errors. Attach your digital signature to authorize the form, and then click Submit.

  7. Upload Form

    Upload the form and pay the required transaction fees.
    Note down the SRN number which has been generated for future reference

Form 8: Statement of Account & Solvency
From here you can directly download Form 8 available on MCA Portal
Download
Form 8: Statement of Account & Solvency
From here you can directly download Form 8 available on MCA Portal
Download

Attachment List

  • Disclosure under MSME Development Act, 2006 (this attachment is mandatory)
  • Audited Financial Statement (if applicable)
  • Statement of Contingent Liability (if contingent liability exists). 
  • Any other additional documents, as required.  

Certifications for Form 8

In case the total turnover of the LLP/ FLLP exceeds forty lakh rupees (INR 40, 00, 000) or partner’s obligation of contribution exceeds twenty-five lakh rupees (INR 25, 00, 000), then the form should be certified by the auditor of the LLP/ FLLP.

Further, In case the form is certified by a designated partner or authorized representative, then the form is to be additionally certified by a practicing professional.

Professional certification in Form 8 includes

  1. Verification of particulars filled in the forms from the records of the LLP or FLLP as true and correct;
  2. Verification that the statement of assets & liabilities and income and expenditure and other documents attached with the forms are true, correct and complete; and
  3. All the required attachment(s) have been completely attached to the forms.

Filing Fees for Filing LLP Form 8

MCA Calculates LLP Form 8 fees on basis of contribution in LLP. Fees For Form Rs.50 to Rs.200/- Below is summary of Government fees for Filing Form 8.  

Contribution in LLP  ( Total Amount ) Government Fees Applicable
LLP having Contribution up to Rs. 1 Lakh Rs. 50/-
LLP having Contribution more than Rs. 1 Lakh up to Rs. 5 Lakhs Rs. 100/-
LLP having Contribution more than Rs. 5 Lakhs up to Rs. 10 Lakhs Rs. 150/-
LLP having Contribution more than Rs. 10 Lakhs Rs. 200/-

For Foreign LLP Form 8 filing fees is Rs. 1000/- 

FAQs

Who is responsible to file LLP Form 8?

The Designated Partners of the LLP are responsible to file LLP Form 8 with ROC.

What is Penalty for late filing of LLP return?

Penalty fees of Rs.100 per day is charged for from the date of delay till the Form is filed with the ROC.

How to check LLP Annual Return Filing Status?

It reflects on the Master Data of the Company on the MCA (Ministry of Corporate Affairs) website. 

INC-5 Form : Intimation of exceeding threshold limit by One Person Company

Form INC-5 is required to be filed on the MCA portal pursuant to Rule 6(4) of the Companies (Incorporation) Rules, 2014 by One Person Company.

One Person Company is required to give an intimation to the Registrar in Form No INC-5 informing that it has ceased to be a One Person Company by exceeding the threshold limit by virtue of either increase in its paid-up share capital beyond fifty lakh rupees or increase in its average annual turnover during the relevant period beyond two crore rupees.

Moreover, OPC shall file this intimation within sixty days from the date of exceeding threshold and it will have to take necessary steps to convert itself into a private company or a public company as the case may be.

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Documents to be attached with Form INC-5

  • Certified true copy of board resolution where person giving notice has been authorized
  • Copy of the duly attested latest financial statements
  • Certificate from a Chartered Accountant in practice for calculation of average annual turnover during the relevant period – This certificate is mandatory to attach if the threshold limit is exceeds on account of average annual turnover

Sample of Form INC-5

Download Form INC-5 from MCA

Steps to file Form INC-5

Time needed: 5 minutes.

  1. Enter CIN

    You have to enter a valid CIN of One Person Company (OPC) and click on Pre-fill.

    You can find CIN by entering an existing registration number or
    name of the company by using the ‘Find CIN’ service under
    the menu MCA services on the MCA website.

  2. Enter the amount of paid up share

    Enter the amount of paid-up share capital in case ‘Paid-up share capital’ is selected in field 4(a). OR Enter the amount of average annual turnover in case ‘Average annual turnover ‘ is selected in field 4(a).
    Amount entered should be more than 50 lakh rupees in case of paid-up share capital and 2 crore rupees in case of average annual turnover.

  3. Attach required documents & DSC

    Ensure the e-Form is digitally signed by the same person
    whose designation is reflected in S. No 5 of the e-Form and is
    authorized by board resolution to sign the form.

  4. Check Form

    Click the Check Form button after, filling the e-Form.
    The system performs form level validation like checking if
    all mandatory fields are filled. The system displays the
    errors and provides you an opportunity to correct
    errors

  5. Pre-scrutiny of form

    After checking the e-Form, click the Prescrutiny
    button System performs some checks and displays
    errors, if any.

  6. Submit Form

    If there are no errors, a message is displayed “No errors found”.
    Then you can submit the form.

Fee (in case of company having share capital)

Nominal Share Capital Fee applicable
Less than 1,00,000 200 Rs
1,00,000 to 4,99,999 300 Rs
5,00,000 to 24,99,999 400 Rs
25,00,000 to 99,99,999 500 Rs
1,00,00,000 or more 600 Rs

Additional Fee in case of delay

Period of delays Fee applicable
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees

FAQs

Can OPC be converted into private limited company?

OPC can be converted into Private Limited after two years of setup, or even before that if its turnover is more than Rs 2 crore and paid share capital exceeds Rs 50 lakhs in a financial year.

Is PLC better than OPC?

One of the best advantages of having a Private limited company is that foreign nationals and NRIs can quickly start the PLC in India. Also, 100 percent FDI under the automatic approval route is accessible in the Private Company. But in the OPC, only the citizens of India can commence the company.

Who is eligible to act as a member of an OPC?

Only a natural person who is an Indian citizen and resident in India shall be eligible to act as a member and nominee of an OPC.

Form INC-4 : Change in Member/Nominee of One Person Company

e-Form INC-4 is required to be filed pursuant to Section 3(1) of the Companies Act, 2013 and Rule 4(4), (5), (6) of Companies(Incorporation) Rules, 2014 if a member of One Person Company wants to Change the Nominee by Filing prescribed form to Registrar of Companies on MCA website.

Further, Member of One Person Company is required to nominate a person, after obtaining his/her prior written consent, who will become the member of such OPC in the event of member’s death or incapacity to contract.

First Nominee is declared at the time of Incorporation of the company with consent of nominee form INC -3

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Attachments required along with Form INC-4 are as follows:

  • Consent of the nominee in signed Form INC-3 along with all the enclosures.
  • Certified copy of the PAN card of the new nominee as well as new member.
  • Proof of identity of the new nominee as well as new member.
  • Residential proof of the new nominee as well as new member.
  • Notice of withdrawal of consent in case withdrawal is by the nominee.
  • A copy of intimation for change in nominee in case of intimation about change in the name of the nominee.
  • Proof of cessation of member in case of intimation of cessation of member.
Form INC-24
From here you can directly download the form which is available on MCA site
Download
Form INC-24
From here you can directly download the form which is available on MCA site
Download

How does Form INC-4 work?

  • User needs to select any one option as the purpose of filing the form. Based on this selection, serial number 4-9 will be displayed in the e-Form.
  • In the case “Notice of withdrawal of consent by the nominee of OPC” is selected, then serial no 4, 7, and 8 will be required to be filled by the user.
  • If “Intimation about change in the name of the nominee of OPC” is selected, then serial no 5 and 8 will be required to be filled by the user.
  • In the case “Intimation of cessation” is selected, then serial no 6, 7, 8 and 9 will be required to be filled by the user.

Case 1: Notice of withdrawal of consent by the nominee of OPC

System will populate the names of old nominee and member of OPC on the basis of CIN and user is required to mention the date of notice of withdrawal of consent of old nominee.

Case 2: Intimation about change in nomination

  • System will populate the name of member, old nominee as well as of OPC on the basis of CIN.
  • User is required to enter full name of new nominee and date of intimation by member for change in nomination.

Case 3: Intimation of Cessation of member

  • System will populate the name of member and OPC and user is required to enter date of cessation of member.
  • Further, user needs to select who has become the sole member of the OPC.
  • Transferee can only be selected if change in ownership is selected as the reason of cessation and his/her nominee can be selected in case death or incapacity to contract as a reason of cessation.
  • In case of notice of withdrawal of consent by the nominee, name of the member shall be pre filled based on CIN and only member can be selected in the drop down.
  • In case of intimation of cessation of member, name of member is entered & only ‘new member’ can be selected.
  • Enter the particulars of nominee as well as ensure that approved DIN, if allotted and valid PAN is mentioned.

Fee for INC-4 (in case of company having share capital)

Nominal Share Capital Fee applicable
Less than 1,00,000 200 Rs
1,00,000 to 4,99,999 300 Rs
5,00,000 to 24,99,999 400 Rs
25,00,000 to 99,99,999  500 Rs
1,00,00,000 or more 600 Rs

FAQs

Who can be nominee in OPC?

Member of the one person company has to appoint a person as Nominee who shall, in the event of subscriber’s death or his incapacity to contract becomes member/shareholder of the OPC.
Moreover, he or she must be an Indian citizen and resident in India but not a minor.

Can OPC have 2 directors?

In a Private Company, a minimum of 2 Directors and Members are mandatory whereas in a Public Company, a minimum of 3 Directors and 7 members. However, in case of OPC only one person can be a director.

Can OPC be converted to Pvt Ltd?

OPC can be converted in to Private Limited after two years of setup, or even before that if its turnover is more than Rs 2 crore and paid share capital surpasses Rs 50 lakhs in a financial year.

INC-24 Form : Change in Name of Company

Form INC-24 is useful for companies who want to change the name. Using this form company can apply for permission of the Central Government.

As per the provisions in Section 13 of the Companies Act of 2013, a company may change its name by simply passing a resolution in its general meeting. But, approval from the Central Government and updating with the Registrar of Companies (RoC) is necessary for the change to come into effect.

Also, the Articles of Association and the Memorandum of Association of the company go through a significant alteration.

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How to Change Company Name using Form INC-24

  1. Passing A Board Resolution

    In the first step, the company needs to call a board meeting and pass a resolution to change the company name. The directors should approve the new name and authorize either a director or a company secretary (CS) to check the availability of the new name with the MCA.

  2. Checking The Name Availability

    One of the most important steps before registering a company name with the ROC is to check the company name availability.
    For this, the authorized director or the CS should apply to the MCA in the prescribed form for checking the availability of the proposed name and subsequent approval.
    In case the proposed name is available for use, the company will get a letter from the RoC.

  3. Passing Special Resolution

    Once the availability of the new name is confirmed by the RoC, the company should convene an extraordinary general meeting.
    A special resolution will be passed by the meeting for changing the name and making appropriate changes to the Articles of Association and the Memorandum of Association.

  4. Applying To The Registrar

    The company has to submit a special resolution to the RoC within 30 days of passing, along with the form MGT-14, which will contain the details related to the special resolution.
    Moreover, Within 30 days of filing the MGT-14, company has to file INC-24 with RoC as well, along with the requisite fee for obtaining approval from the Central Government for the change in name. Certain documents also need to be attach with these two forms.

  5. Issuance Of The Certificate Of Incorporation

    If ROC is satisfied with the application and the accompanying documents, the RoC will issue a new Certificate of Incorporation, and also, reflecting the change in name.

  6. Incorporating company name in MoA and AoA

    Once the new certificate of incorporation is received from RoC, the company name must be incorporated in all the copies of MOA and AOA.

Sample form INC-24

Documents Required for filing Form INC-24 & MGT-14

The following documents accompany the MGT-14 and INC-24 forms-

  • MGT-14: This e-form can be filed with the Registrar of Companies on the Ministry of Corporate Affairs portal. Along with the MGT-14 form, company has to submit the following documents as well.
    • Notice of the Extraordinary General Meeting (EGM).
    • Certified copy of the special resolution passed in the EGM.
    • The explanatory statement to EGM
    • Copy of altered Memorandum of Association (MoA) and Article of Association (AoA) with the new company name.
  • INC-24 – After the MGT-14, the company has to file INC-24 e-form within 30 days with the Registrar of Companies on the Ministry of Corporate Affairs portal. Along with the INC-24 form, the company has to attach following documents as well.
    • A certified true copy of the Minutes of the EGM of the company
    • Notice of EGM
    • Copy of any approval order received from other authorities such as IRDA, SEBI, RBI, etc, if any.
    • Resolution agreement Copy, along with the mention of the members voting for and against the resolution
    • Copy of altered MoA as well as AoA, with the new company name.
    • Any other documents regarding any other information sought to be provide, as optional attachments

Fees applicable for filing Form INC-24

Application made Other than OPC
& Small company
OPC & Small
company

By a company having an authorized share capital of:
a) Up to Rupees 25,00,000
b) Above Rupees 25,00,000 but up to Rupees 50,00,000
c) Above Rupees 50,00,000 but up to Rupees 5,00,00,000
d) Above Rupees 5,00,00,000 but up to Rupees 10 crore or more
e) Above Rupees 10 crore

 

2,000
5,000

10,000

15,000

20,000

 

1,000
2,500





A company limited by guarantee but not having a share capital 2,000
By a company having a valid license issued under section 8 of the Act (Section 8 Company) 2,000


Benefits of Changing a Company Name

1. Current Company Name can’t get Copyright

A lack of copyright control can be very damaging the future of your business, as it prevents effective branding and can stifle revenue streams from advertising or merchandising. Therefore, if the company is struggling to get a copyright for an existing name, it can consider changing the company name.

2: Your Current Name is Hard to Remember

Name of your business or company is the first thing people often mention while talking about it. So, if you think your company name is not noticeable, you can change it to a different one. Choose a name that is easy to remember. Also, Longer names or those involving foreign language phrases are much more likely to be vulnerable to this issue.

3. Repositioning

Consider changing your brand’s name when your business is ready to expand into a new market. This helps to focus on particular product that is doing better than the others, or when entering a new market.

4. You’ve Experienced Substantial Product Growth

This occurs when a product or service becomes so successful that the company actually becomes known by the name of that product or service.

5. You’ve Expanded Geographically

Businesses can suffer from this when starting as a geographically local store. Also, this can also be problematic if your business name contains local dialect or is a reference to a local history item that wouldn’t make sense elsewhere.

6. Change of Ownership

Mergers and acquisitions can obviously have a large effect on the name of your business, as well. In an acquisition situation, the business might get its name changed to bring it into the family for branding purposes. Likewise, for mergers, both companies have some options available for naming conventions.

The change of name shall not affect any rights/obligations of the company and any legal proceedings continued against/by the company in its former/new name. However, the commencing of any fresh legal proceedings against the company in the former name is not valid, after the new name has been registered by the Registrar of Companies (RoC).
Tip
The change of name shall not affect any rights/obligations of the company and any legal proceedings continued against/by the company in its former/new name. However, the commencing of any fresh legal proceedings against the company in the former name is not valid, after the new name has been registered by the Registrar of Companies (RoC).

FAQs

Can the company continue the legal proceedings made by it in its old name?

Yes, the company can continue the legal proceedings made by it in its old name under the new name also. The entity of the company continues despite the change in name.

What is the validity period of the Company Name that is approved?

An approved name is valid for a period of
(i) 20 days from the date of approval (in case name is being reserved for a new company) or
(ii) 60 days from the date of approval (in case of change of name of an existing company)

What if in case of any reason the reserved name gets expired? 

One has to re-apply for the name. Further, it is recommendable to attach the previous name approval letter that got expired.

DPT-3 Form : Return of Deposits

DPT-3 form is a return of deposits that has to be filed by a company online on the MCA website for reporting outstanding loans not treated as deposits.

Form DPT-3 filing is mandatory for all companies other than a Govcompany company. Hence, all Private Limited Companies, OPC, Limited Company, or Section 8 Company have to file Form DPT-3.

Further, Every company liable shall file a return of outstanding receipt of money or loan by a company not considered as deposits from the 01st April 2014 to 31st March 2019, as specified in Form DPT-3 within ninety days from 31st March 2019 along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

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Transactions not considered as deposits

  1.  Amount recent from the government or foreign government or foreign bank or the amount guaranteed by the government.
  2.   Money received as loan or facility from any Public Financial Institutions or Insurance companies
  3.   The amount received by a company from a company
  4.   Amount of science from the director or the company
  5.   Subscriptions to securities
  6.   Unsecured loans
  7.   The amount received by the company from an employee
  8.   The amount received as advance by the company for the supply of goods or provision of services.

Types of DPT-3

There are two types of returns as follows:

  1. One time return: The Return filed for an outstanding amount of money received and not classified as a deposit should only include money received after 1st April 2014 and the amount should have remained outstanding as on 31st March 2019.
  2. Annual return: The yearly return filed for the outstanding amount of money received and not classified as a deposit. It can include money received prior to 01 April 2014 and which is outstanding as on date. This return is to be filed every year.

Due Dates of both Returns

Relevant Rule Applicable to Type of Return Due Date
Explanation to rule 16 Every company other than Government Company Annual Return  On or before 30th June of the next year.
Insertion of rule 16A (3) Every company other than Government Company One time return  On or before 29th Iune 2019.

Who is exempt from filing the return?

Every company except a government company must file this return.  Additionally, as per Rule 1(3) of the Companies (Acceptance of Deposits) Rules 2014, the following companies are also exempt: 

  • Banking company
  • Non-Banking Financial Company 
  • A housing finance company registered with National Housing Bank
  • Any other company as notified under proviso to subsection (1) to section 73 of the Act

Information required to furnish Form DPT-3

The particulars to be furnished are as follows:

  • CIN of the company, 
  • Email ID,
  • Objects of the company,
  • Net worth of the company, 
  • Particulars of charge if any,
  • Total amount outstanding as on 31st March 2019, particulars of credit rating.  
Sample Form DPT-3

STEP BY STEP PROCEDURE TO FILE FORM DPT-3

Time needed: 5 minutes.

  1. Enter CIN and click on Pre-fill.

    Open the Form, type the CIN of the Company and click on pre-fill.
    The basic details of the Company shall be pre-filled. However, you can edit the e-mail ID of the Company and enter a revised one.

  2. Select the Purpose of filing the form

    Click on the tab applicable depending upon the Purpose of filing the form & Enter whether company is government company

  3. Enter the objects of the company

    You can enter the objects of the company in case the same is not pre-filled.

  4. Enter the latest date of financial year-end

    You have to enter such details only if the purpose is ‘Return of Deposit’ or ‘Particulars of transactions by a company not considered as a deposit or ‘Return of Deposit and Particulars of transactions by a company not considered as a deposit’ is selected

  5. Enter the details required for calculating the Net Worth

    You have to enter the details as per the latest audited balance sheet preceding the date of the return of the Company

  6. Enter the maximum limit of deposit, total number of deposit holders as on 1st April and at the end of financial year and also, Particulars of deposits

    You have to enter such details only if the purpose is ‘Return of Deposit’ or ‘Return of Deposit and Particulars of transactions by a company not considered as a deposit’ is selected.

  7. Enter Particulars of liquid assets & Particulars of a charge created & Enter total amounts of outstanding money

    Amount of deposits maturing before 31st March next year and following next year, Amount required to be invested in liquid assets, etc

  8. Attach Documents, Sign Form, Submit & Upload

    Attach required documents then Digitally sign the form And now you can submit the form and upload it on MCA portal.

Documents to be submitted while filing DPT-3

  1.   Auditors certificate
  2.   Copy of trust deed
  3.   List of depositors
  4.   Copy of instrument creating the charge
Return of Deposits
From here you can directly download Form DPT-3 available on MCA site.
Download
Return of Deposits
From here you can directly download Form DPT-3 available on MCA site.
Download

Fees for filing DPT-3

Fee applicable in case of company have share capital

Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200 per document
1,00,000 to 4,99,999 Rupees 300 per document
5,00,000 to 24,99,999 Rupees 400 per document
25,00,000 to 99,99,999 Rupees 500 per document
1,00,00,000 or more Rupees 600 per document

Fee applicable in case of company not having share capital

Fee applicable
Rupees 200 per document

Additional fee /Late Fees

Period of delays All forms
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees

Consequences of non-filing of DPT-3

In case the company doesn’t fill the Form DPT-3 and keeps on taking deposits, then the company has to face the penalty of Rs. 1 crore or twice the amount whichever is lower u/s 73. The maximum amount can go up to Rs. 10 crores.

Moreover, As per Rule 21, every officer will have to pay a default penalty up to Rs. 5000.

FAQs

Are small companies exempted from filing Form DPT 3?

No, there is no exemption as such. Only government Companies are not required to file Form DPT-3.

If loan/money has been received any time after 01.04.2014 and repaid before 31.03.2019 then also company has to furnish such information?

No, the company has to furnish information only about the outstanding loan/money as on 31st March 2019.

Should one include interest and Principal amount while filing the form DPT 3?

Amount Outstanding in DPT-3 shall include both Principal and Interest Amount as on 31st March 2019.

ADT-2 Form : Removal Of Auditor

As per section 140 of Companies Act, 2013, the company can remove an auditor before the expiry of his or her term by passing a special resolution. Moreover, Company can be pass special resolution after obtaining prior approval from the central government by filing an application along with Form ADT-2 as an attachment.

However, before initiating the procedure u/s 140 for removal, the company has to give the auditor opportunity of being heard.

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Form ADT-2 should specify the following things

  • Ground of seeking removal of auditor
  • Whether the accounts have been qualified during last three years
  • Date of appointment of auditor and SRN of notice of such appointment
  • Status of payment of Audit Fees

SRN number of filing ADT-1 is a requirement for getting approval of central government,

So, companies have to file ADT- 1 before uploading ADT- 2.

Form ADT-2 Template

Template from MCA Portal

Process of Removal of Auditors using Form ADT-2

  1. Pass a resolution for the removal of auditors

    Board has to Conduct a board meeting to pass a resolution for the removal of auditors

  2. Give a reasonable opportunity to Auditor.

    Company has to give a reasonable opportunity of being heard to Auditor. This provision was not there in old companies act 1956. But now it’s mandatory to give a reasonable opportunity of being heard to the auditor.

  3. Apply for Central government approval

    Apply for Central government approval within 30 days from date of passing board resolutions in Form ADT-2 as an attachment to Form RD1.

  4. Pass a special resolution

    After getting approval, the company has to conduct a general meeting within 60 days from the date of approval to pass a special resolution approving central government’s approval.

For getting approval, the company has to file Form ADT-2 as attachment to Form RD-1 for approval of Central Government.

Removal Of Auditor By Tribunal Or On an Application made by Central Government

Where the present auditor of a company has directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its directors or officers than the Tribunal may direct the company to change its auditors.

In this case, the central government makes an application. Therefore, the Tribunal should also agree with the requirement of change of auditor. Thus, the tribunal should within, 15 days of receipt of the application pass an order that the auditor shall not function, and the central government may appoint another auditor in his place.

Auditor against whom Tribunal passes an order for removal shall not be eligible for appointment in any company for 5 years. Moreover, 5 years shall initiate from the date of the final order. Further, In such cases, both the audit firm and partner concerned will be jointly and severally liable.

FAQs

How to remove the auditor?

Section 140 of the Act clearly stipulates that the company can remove an auditor after passing special resolution also after obtaining prior approval of the Central Government.

How long are auditors normally appointed for?

After incorporation of a company in the first annual general meeting, the Board of Directors must appoint an Auditor.
The Auditor will typically hold term till the conclusion of 6th AGM or 5 years.
The appointment of an Auditor can also be made for a period of 1 year, renewable at each annual general meeting.

 

ADT-3 Form : Resignation of Auditor

ADT-3 is an intimation form required to be filed by the auditor for intimating RoC about his resignation from the company as an auditor. Following can be few of the reasons for the resignation of an auditor which require filing this form:

  1. The unwillingness of the auditor to get reappointed
  2. Inability to execute work undertaken due to pre-occupation.
  3.  Ill health of auditor
  4. Dispute with client
  5. Inability to continue audit due to surpassing the ceiling on the number of audits etc

Section 140(2) of the Act, Rule 8 of The Companies (Audit and Auditors) Rules, 2014 requires auditors to file intimation about its resignation with RoC on MCA website.

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Who has to file ADT-3?

An auditor who resigns from his office of auditor of the company is required to file form ADT-3 within 30 days from the date of his resignation on MCA portal and with the company.  Moreover, the responsibility to file ADT-3 lies with auditor not the company.

Further, in the case of Government Company, the auditor shall also file such intimation with the Comptroller and Auditor-General of India.

Information required to be furnished in form ADT-3

Form ADT-3 contains following information:

  1. Corporate Identification Number (“CIN”)
  2. Category of Auditor (Individual or Firm)
  3. Income Tax PAN of auditor/Auditor’s firm
  4. Name of Auditor/Auditor’s firm
  5. Membership number of auditor/Auditor’s firm
  6. Address of Auditor/Auditor’s firm
  7. Date of appointment as auditor as well as Date of the resignation of auditor
  8. Reasons for resignation as well as any other facts relevant to the resignation.

Fees for filing this form

Following is the fee structure based on share capital:

Share capital Fee Applicable
Less than INR 1,00,000 INR 200 per document
1,00,000 to 4,99,999 INR 300 per document
5,00,000 to 24,99,999 INR 400 per document
25,00,000 to 99,99,999 INR 500 per document
I,00,00,000 and above INR 600 per document

However, in case of company without share capital, fee applicable is INR 200 and in case of foreign company, applicable fee is INR 6,000

e-Form ADT 3
From here you can download Form ADT-3 & its instruction kit
Download
e-Form ADT 3
From here you can download Form ADT-3 & its instruction kit
Download

Consequences of non-filing of ADT-3 within the stipulated time

Provisions relating to penal consequences for delay in filing of ADT-3 are there in Section 140(3) of Companies Act, 2013.

As per section 140(3), if the auditor fails to file ADT-3 within time limit then he will be liable to pay a penalty of INR 50,000 or amount equal to his remuneration, whichever is less.

Further, In the case of continuing failure, an additional penalty of INR 500 for each day during which defaults continues will be applicable. Such penalty will not exceed INR 5,00,000.

Also, While filing ADT-3, it is mandatory to attach resignation letter. However, auditor may make any other optional attachment also.

FAQs

Should an auditor of a Private Limited Company also file ADT-3?

Yes, ADT-3 should be filed by every auditor at the time of resignation irrespective of the nature of the company as a public company or a Private Limited Company or Government Company.

What is the due date to file this form?

Auditor has to file Form ADT-3 within 30 days from the date of resignation.

Are provisions in case of the removal of auditors by a company similar to suo-moto resignation of an auditor?

No, Provisions related to the removal of auditors by the company are given u/s 140(1) of the act.
As per section 140(1) of the Act, for the purpose of removal of the auditor before expiry of his tenure, the company has to pass special resolution along with prior approval of the Central Government.
Company shall file an application for removal of the auditor in form ADT-2

What documents are required to be attached with Form ADT-3?

Auditor has to attach a resignation letter mandatorily along with the Form. It is also a responsibility of an auditor to provide this resignation letter to the company.