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Event-based filings under the [Companies Act 2013](https://www.mca.gov.in/MinistryV2/actsbills.html) are triggered by structural changes - director appointment/resignation (Section 152, 168, 170; Form DIR-12), registered-office change (Section 12; Form INC-22 within 30 days of Board resolution), and share-capital increase (Section 61; Form SH-7 within 30 days of allotment). Each event has a tight statutory deadline - missing it triggers the Section 403 ₹100-per-day penalty. Registered-office change from the jurisdiction of one ROC to another (e.g. from ROC Mumbai to ROC Bangalore) additionally requires a certified copy of the Central Government approval under Section 12(5) and Form INC-23. I-Pro Solutions handles all three event-based filings as fixed-fee services with same-day drafting + filing where forms are pre-verified. For capital increase, we additionally handle the FEMA Angle-Tax / Section 56(2)(viib) valuation certificate through a SEB-registered valuer, the MGT-14 filing of the Board resolution, and the GST/EPF/ESI address-update cascade when the registered office changes.
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File Form DIR-12 with the ROC within 30 days of the Board resolution appointing the director, along with the director's consent in Form DIR-2, DIN allotment (or DIN application via SPICe+ if first-time director), and KYC documents. The appointee must obtain a DIN under Section 153 of the Companies Act 2013 if they do not already hold one.
Within the same city: Form INC-22 within 30 days of the Board resolution, with new registered-office proof. Within the same state but different ROC: Form INC-22 + Form MGT-14 (special resolution) + Form INC-23 (Regional Director approval). From one state to another: Special resolution, Form INC-23 (Regional Director approval under Section 12(5)), Form INC-28 (Central Government approval), and Form INC-22 for the new address. Gazette notification and creditor objection process apply.
Filing Form SH-7 with the ROC for an increase in authorised capital must be done within 30 days of the Board resolution (ordinary) or special resolution. Once filed with the prescribed fee (scaled on the increase amount under Schedule B of the Companies (Registration Offices and Fees) Rules 2014), the ROC issues the revised Certificate of Incorporation typically within 5-15 working days.
Under Section 403 of the Companies Act 2013, late filing of Form DIR-12 attracts ₹100 per day of delay with no cap. An additional Section 450 penalty of ₹1,000-₹10,000 may apply. For a director resignation that is not filed within 30 days, the resigning director's DIN may be marked as 'active' against their will - affecting their other directorships.
Only an ordinary resolution is required under Section 61(1)(a) of the Companies Act 2013 to increase authorised capital, provided the Articles of Association permit it. If the Articles do not contain the enabling clause, a special resolution under Section 14 must first amend the Articles. The Board can approve the increase only within the authorised capital ceiling; shareholders must approve the increase.