RM Legal advises companies, promoters and boards on corporate actions and compliance under the Companies Act, 2013. Our team of lawyers and company secretaries handles the documentation, approvals and filings, and advises on the consequences when compliance has lapsed. For the overall corporate practice, see Corporate Law.
Our work includes:
Most changes in a company's structure need a board resolution, shareholder approval (often a special resolution), and a filing with the Registrar of Companies within the prescribed time. Some, such as shifting the registered office to another State, also need approval from the Regional Director. Getting the sequence and timelines right avoids additional fees and penalties.
Many private companies, particularly family-run and closely held businesses, fall behind on annual filings. The consequences can be significant:
Most of these situations can be regularised through late filings, compounding of offences or, where needed, an application to the Tribunal. Acting early generally reduces cost and exposure.
A private company with paid-up capital of up to ₹10 crore and turnover of up to ₹100 crore is a small company. Small companies benefit from lighter compliance, including fewer board meetings, simplified annual returns and lower penalties.
How do we shift our registered office to another State?
It requires a special resolution, approval from the Regional Director, and notice to creditors and authorities. Shifting within the same city or State involves simpler procedures.
Our company has not filed returns for several years. What can be done?
The filings can usually be completed with additional fees, and offences compounded where applicable. If the company has been struck off, it can apply to the Tribunal for restoration.
What is director disqualification for non-filing?
If a company fails to file its financial statements or annual returns for three consecutive financial years, its directors are disqualified from being appointed or reappointed as directors of any company for five years.
Can a private company issue shares to new investors?
Yes, through a private placement or preferential allotment, subject to shareholder approval by special resolution, valuation requirements and filings with the Registrar.
How do we close a company that is no longer operating?
A company with no liabilities can apply to the Registrar for voluntary strike-off. Companies with outstanding liabilities may need to go through voluntary liquidation instead.
What is compounding of offences?
For many compoundable offences, the company and its officers can pay a compounding fee instead of facing prosecution, by application to the Regional Director or the Tribunal, depending on the amount.
Reviewed by Richa M. Goyal, Managing Partner. Last reviewed: October 2026.