What to do, and in which order
From the certificate of incorporation to a strike-off or a winding up. The same section applies in every State. The Registrar changes only when the registered office changes district.
Begin
Incorporation and the right to start business.
Incorporate
Pick the vehicle in the tab. Private, public, OPC and section 8 all use SPICe+. An LLP uses FiLLiP. The Registrar is the one for the registered-office district.
Commence business
A company with a share capital files INC-20A within 180 days. A company with no share capital does not. An LLP does not.
People
Directors of a company, partners of an LLP.
Change a director
A company files DIR-12 within 30 days, in every State. An LLP does not. An LLP files Form 4 for a partner or designated partner.
Director KYC
Rule 12A. If the mobile, email and address have not changed, the annual web KYC is enough. If they have changed, the full e-form is required. A late KYC deactivates the DIN, and a deactivated DIN cannot be appointed in DIR-12.
Get a DIN
DIR-3 allots the DIN. SPICe+ can also allot a DIN to a first director at incorporation, so a separate DIR-3 is not used for that person. After the DIN exists, KYC and only then DIR-12.
Office and name
The form depends on the vehicle and on how far the office moves.
Shift the registered office
A company, including a public company and a section 8 company, uses section 12. The route depends on how far the office moves, not on the city you start in. An LLP uses Form 15 and never uses INC-22.
Change the name
Reserve the name, pass a special resolution, file MGT-14, apply in INC-24. The name is effective when the fresh certificate is issued. The CIN does not change.
Capital and charges
Ceiling, allotment, and security.
Increase authorised capital
If the articles already allow it, section 61 is an ordinary resolution and SH-7 within 30 days. If the articles must change, that part is a special resolution under section 14 and an MGT-14.
Allot shares
The board allots only after the money is received through a banking channel, and only inside the authorised capital. PAS-3 within 30 days. Certificates follow section 56, unless the credit is in demat.
Transfer shares
A physical transfer is SH-4, stamped, and then registered by the company. The Registrar does not receive SH-4. A demat transfer never uses SH-4. It moves through the depository.
Register or close a charge
CHG-1 within 30 days of creation or modification. Section 77 allows a further window only on an application and the additional fee that section states. Satisfaction is CHG-4.
The year
Auditor, then the annual filings in order.
Appoint the auditor
The board appoints the first auditor within 30 days of incorporation. After that the AGM appoints for five years, and ADT-1 is filed within 15 days of that meeting. A five-year term is not re-filed every year.
Auditor resigns
The resigning auditor files ADT-3 within 30 days, with the company and with the Registrar. The company does not file that resignation for them. The board fills the casual vacancy, and the new appointment is filed in ADT-1.
File the year
Board, then AGM, then AOC-4 within 30 days and the annual return within 60 days. The calendar counts those days from the AGM on the company profile.
Change the vehicle
These are not name changes.
Private company into a public company
Sections 13 and 14, filed in MGT-14, then INC-27. Not a fresh SPICe+. The company remains the same company.
Convert an OPC
INC-6. Voluntary conversion needs the special resolution and whatever waiting period the current rule imposes. Compulsory conversion runs from the ceiling in Rule 6. Read the rule. Do not use an old ₹50 lakh or ₹2 crore figure.
Company into an LLP
Every shareholder becomes a partner, and nobody else does. No security interest may be subsisting on the assets. Form 18, not Form 17. On registration the property and liabilities vest in the LLP and the company is dissolved.
LLP into a company
URC-1 under section 366 and the Companies (Authorised to Register) Rules. Read the current minimum number of members before treating a two-partner LLP as eligible or as ineligible.
Close
Dormant, strike-off, or a real winding up.
Become a dormant company
Section 455. Apply in MSC-1. Dormant is a status, not a closure. An annual return is still filed.
Strike the name off
Clear every liability, close the charges, and file STK-2 with accounts not older than 30 days. The Registrar publishes the notice. This is not a winding up.
Wind the company up
A solvent liquidation is section 59 of the Insolvency and Bankruptcy Code. A winding up by order is a petition to the National Company Law Tribunal under section 271. Neither is an ROC form that ends the matter.