Common questions on ROC filings and company secretarial compliance — share certificates, resolutions, statutory registers and key MCA forms — answered by a practising CA.
ROC & Company SecretarialWhat is the difference between an ordinary and a special resolution?Bottom line: An ordinary resolution needs a simple majority; a special resolution needs at least 75% in favour. 1. Ordinary resolution Votes in favour exceed votes against (over…ROC & Company SecretarialWhat statutory registers must a company maintain?Bottom line: Every company must keep several statutory registers, including members, directors, charges and contracts. 1. Key registers Register of Members (Form MGT-1), Register of Directors and KMP…ROC & Company SecretarialWhat is Form MGT-14 and which resolutions must be filed with it?Bottom line: MGT-14 files certain resolutions with the ROC within 30 days of passing them. 1. What it covers All special resolutions, and certain board resolutions under Section…ROC & Company SecretarialHow do I file the return of allotment (Form PAS-3) and what is the time limit?Bottom line: After allotting shares, file the return of allotment in Form PAS-3 within 30 days. 1. The return PAS-3 reports the allotment details to the ROC and…ROC & Company SecretarialWhat is DIR-3 KYC and what is the penalty for missing it?Bottom line: DIR-3 KYC is the annual director KYC, due by 30 September, with a ₹5,000 penalty for late filing. 1. Who and when Every person holding a…ROC & Company SecretarialWhat is Form INC-20A (commencement of business) and its due date?Bottom line: INC-20A is the declaration of commencement of business, due within 180 days of incorporation. 1. Who Every company with share capital incorporated on or after 2…ROC & Company SecretarialHow do I change a company’s registered office (Form INC-22)?Bottom line: A change of registered office is filed in Form INC-22 within 30 days of the change. 1. Within the same city A board resolution is enough;…ROC & Company SecretarialWhat is CHG-1 charge registration and the 30-day rule?Bottom line: A charge on company assets must be registered in Form CHG-1 within 30 days of creation. 1. The rule File CHG-1 within 30 days; a delay…ROC & Company SecretarialHow do I issue share certificates (Form SH-1) and what is the time limit?Bottom line: Share certificates are issued in Form SH-1 within 2 months of allotment, and 1 month for a transfer. 1. Time limits (Section 56) To subscribers, within…ROC & Company SecretarialWhat is Form SH-4 and how much stamp duty applies on a share transfer?Bottom line: SH-4 is the share transfer deed, and stamp duty is 0.25% of consideration on a physical transfer (0.015% for a demat transfer). 1. The form A…