Companies Act 2013 · MCA & ROC Advisory

Company Law & Secretarial Services

From incorporation to boardroom governance — practical guidance for every stage of your company’s lifecycle, backed by ICSI-qualified secretarial experience.

Business Registration & Incorporation

8 Services

Pvt Ltd Company Registration

Register your private limited company with MCA — the most preferred structure for startups and growing businesses.

LLP Registration

Set up a Limited Liability Partnership combining partnership flexibility with limited liability protection.

OPC Registration

Register a One Person Company and run your business as a separate legal entity, solo.

Public Company Registration

Incorporate a public limited company structured for large-scale operations and public fundraising.

Section 8 Company

Register a Section 8 non-profit company for charitable, educational, or social objectives.

Producer Company

Set up a Producer Company to formalise and scale a farmer or artisan collective.

Partnership Firm Registration

Register a partnership firm with a legally sound partnership deed and compliance structure.

Sole Proprietorship Setup

Set up your sole proprietorship with the right registrations to start billing and banking legally.

Foreign Entity Setup in India

3 Services

Foreign Subsidiary Company

Incorporate an Indian subsidiary of your overseas parent company with full FEMA compliance.

Foreign Branch Office

Set up a branch office in India with RBI approval to conduct permitted business activities.

Foreign Liaison Office

Establish a liaison office in India to represent your foreign parent company's interests.

Annual Compliance & Statutory Filings

8 Services

Annual Compliance — Pvt Ltd

File all mandatory annual returns, financial statements, and ROC forms for your private limited company.

Annual Compliance — LLP

Stay compliant with MCA's annual filing requirements for your Limited Liability Partnership.

Commencement of Business (INC-20A)

File your INC-20A declaration to activate your company's right to start operations.

Appointment of Auditor (ADT-1)

Appoint your statutory auditor and file Form ADT-1 within the mandatory timeline.

Annual DIN DPIN KYC (DIR-3)

Complete your director's annual KYC to keep your DIN active and avoid deactivation.

Statutory Registers & Minutes

Maintain the statutory registers and board/general meeting minutes required under the Companies Act.

Annual Return of Deposits (DPT-3)

File your company's annual return of deposits and outstanding loans in Form DPT-3.

XBRL Filing

Prepare and file your financial statements in XBRL format as mandated by MCA.

Governance, Secretarial & Regulatory Compliance

7 Services

SBO Compliance

Identify and report Significant Beneficial Owners as required under the Companies Act.

Nominee Compliance (OPC)

Appoint and update your One Person Company's nominee as per MCA requirements.

eStamping Share Certificates

Get your share certificates properly stamped and issued in compliance with state stamp duty rules.

Secretarial Audit (MR-3)

Undergo a mandatory secretarial audit and obtain your MR-3 report from a practising CS.

IEPF & Shareholder Compliance

Manage unclaimed dividends and shareholder records in line with IEPF Authority requirements.

POSH Compliance

Set up your Internal Committee and POSH policy to meet workplace harassment law requirements.

Dormant Company Status

Apply for dormant company status to pause compliance obligations for an inactive company.

ESOPs & Employee Incentive Structuring

3 Services

ESOP Scheme Design & Filing

Design and file a legally compliant Employee Stock Option Plan for your startup team.

ESOP Trust Formation

Set up an ESOP trust structure to hold and administer employee stock options.

Phantom Stock Plan

Structure a phantom stock plan to reward employees without diluting actual equity.

Fundraising & Capital Structuring

8 Services

Fundraising Compliance (CCPS/CCD/Rights)

Structure and file compliance for your startup's CCPS, CCD, or rights issue funding round.

Rights Issue

Raise fresh capital from existing shareholders through a compliant rights issue process.

Private Equity / CCPS / CCD

Structure your private equity round with compliant CCPS or CCD instruments.

Buy Back of Shares

Execute a share buy-back in compliance with the Companies Act and SEBI norms.

Bonus Shares Issuance

Issue bonus shares to existing shareholders with complete MCA compliance.

Dividends Declaration Compliance

Declare and distribute dividends in line with Companies Act procedures and timelines.

Issuance of NCDs / Debentures

Structure and issue non-convertible debentures with full companies act compliance.

Increase Authorised Capital

Increase your company's authorised share capital to accommodate future fundraising or allotments.

Shares, Directors & Corporate Changes

6 Services

Share Transfer & Dematerialisation

Transfer shares between parties or dematerialise physical share certificates.

Director Appointment / Resignation

Appoint a new director or process a resignation with complete MCA filings.

KMP Appointment

Appoint Key Managerial Personnel as mandated for applicable companies under the Companies Act.

Change Company Name

Change your company's registered name through the correct MCA approval process.

MOA / AOA Alteration

Amend your Memorandum or Articles of Association to reflect changes in objects or structure.

Shifting Registered Office

Shift your registered office within or across states with the required MCA/RD approvals.

MCA Penalties, Disputes & Regularisation

4 Services

DIN Security Clearance

Resolve DIN deactivation or disqualification issues and restore your director status.

MCA Adjudication

Represent your company before the Registrar of Companies in adjudication proceedings.

Compounding of Offence (MCA)

Settle Companies Act violations through MCA's compounding route and avoid prosecution.

Condonation of Delay

Apply for condonation of delay to regularise late MCA filings and avoid penal action.

Mergers, Restructuring & Closure

5 Services

Merger & Amalgamation

Structure and execute a merger or amalgamation with complete NCLT compliance.

Fast Track Merger

Merge eligible small companies or holding-subsidiary structures through the fast track route.

Winding Up & Strike Off

Close your private limited company through voluntary strike-off or winding up.

Insolvency (IBC) Advisory

Get advisory support on corporate insolvency proceedings under the IBC framework.

NCLT / NCLAT Matters

Get representation for company law matters before the NCLT and NCLAT.

Understanding company law and secretarial compliance

What this section covers

This section covers the life cycle of a business entity under the Companies Act, 2013, the Limited Liability Partnership Act, 2008 and related rules: choosing and incorporating a structure, keeping it compliant each year, changing its capital or management, and eventually restructuring or closing it.

  • Incorporation: private limited company, OPC, LLP, public company, Section 8 company, producer company, partnership firm, sole proprietorship, and Indian offices of foreign companies (subsidiary, branch office, liaison office).
  • Recurring compliance: annual filings for companies and LLPs, the declaration of commencement of business under Section 10A, appointment of auditors, director KYC, statutory registers, beneficial ownership (SBO) and nominee declarations, deposit returns, XBRL filing and secretarial audit for prescribed classes.
  • Capital and management changes: increase in authorised capital, rights and bonus issues, private placement, debentures, ESOPs, buy-back, dividends, share transfers, director and KMP changes, and alteration of the MoA and AoA.
  • Remedial and restructuring work: compounding of offences under Section 441, adjudication of penalties under Section 454, condonation of delay, mergers under Sections 230–232, fast-track mergers under Section 233, dormant status, winding up and insolvency proceedings before the NCLT and NCLAT.

Who needs these services

Almost every registered business has some company law obligation. Typical situations include:

  • Founders deciding which entity suits their ownership, liability and funding plans.
  • Existing companies and LLPs that must file annual returns and financial statements with the Registrar of Companies within prescribed timelines.
  • Companies raising money from shareholders, employees or investors, where issue procedures, valuation and filings must be followed.
  • Businesses that missed filings and now face additional fees, penalty notices or disqualification of directors.
  • Groups consolidating subsidiaries, and companies that have stopped operating and want to close or keep the entity dormant.
  • Foreign companies setting up an Indian presence, which also involves FEMA regulations administered by the RBI.
  • Employers with ten or more employees, who must constitute an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

How to choose between the services

  • Starting out: if you want outside investment or ESOPs, a private limited company is generally used; a single founder may start with OPC registration; professional or asset-light partnerships often prefer LLP registration; a non-profit uses Section 8 company registration.
  • Already incorporated: annual compliance for private limited companies or LLPs is the baseline. Add director changes, KMP appointment, share transfer or shift of registered office as events occur.
  • Raising funds: a rights issue offers shares to existing holders; private placement or private equity brings in new investors; issuance of debentures raises debt; ESOPs or phantom stock reward employees. Increase of authorised capital is often needed first.
  • Behind on filings: condonation of delay, compounding of offence or MCA adjudication apply depending on the default and the provision involved.
  • Restructuring or exit: a fast-track merger suits eligible small companies and holding–subsidiary combinations; other schemes go through merger and amalgamation before the NCLT. Closure may use strike-off, winding up or voluntary liquidation under the Insolvency and Bankruptcy Code, 2016.

Expertvuw assists with documentation and coordination; filings are certified by independent practising professionals where the law requires, and approvals rest with the ROC, Regional Director or NCLT.

Frequently asked questions

What is the declaration of commencement of business?

Under Section 10A of the Companies Act, 2013, a company incorporated with share capital must file a declaration (Form INC-20A) confirming that subscribers have paid for their shares, generally within 180 days of incorporation. Until it is filed, the company should not commence business or exercise borrowing powers, and the Registrar may initiate action, including removal of the name, if it is not filed.

How often do directors need to complete KYC?

Every person holding a DIN must keep KYC details updated with the MCA through Form DIR-3 KYC. The MCA has announced that the annual requirement is being replaced with a KYC once every three years, with changes to contact details reported as they occur. Timelines are set by notification, so check the latest MCA rules and advisories before the due date.

Can a company that missed annual filings still become compliant?

Generally yes. Late filings can usually be made with additional fees prescribed under the Companies (Registration Offices and Fees) Rules, 2014. Depending on the default, penalties may be adjudicated under Section 454 or offences compounded under Section 441. Long-standing defaults can lead to disqualification of directors under Section 164(2), so the history should be reviewed before filing.

What is a fast-track merger?

Section 233 of the Companies Act, 2013 provides a simpler merger route for specified classes, such as small companies, a holding company and its wholly owned subsidiary, and certain start-ups. The scheme is approved by the Central Government through the Regional Director after objections from the ROC and Official Liquidator are considered, instead of a full NCLT process. Eligibility is set by the Act and rules.

When must a company file beneficial ownership details?

Under Section 90 of the Companies Act, 2013 and the Companies (Significant Beneficial Owners) Rules, 2018, individuals holding significant beneficial ownership must declare it to the company. The company then files Form BEN-2 with the Registrar. Thresholds and forms are defined in the rules, which are amended from time to time.