FoundersOrbit

ROC, Incorporation & Company Compliance

Launch your business on the right legal footing and maintain seamless MCA compliance with our end-to-end ROC services.

Incorporation Services

From company formation to shareholder agreements, we handle every step of the incorporation process so you can focus on building your business.

Proprietorship Registration

A sole proprietorship is the simplest business structure, where an individual runs a business under their own name or a trade name. We assist with obtaining GST registration, MSME (Udyam) registration, Shop & Establishment registration, and opening a current account — providing all the essential registrations to formalize a proprietorship business.

  • GST registration for business identity
  • Udyam MSME registration
  • Shop & Establishment Act compliance
  • Trade name registration guidance
  • Current account documentation support

Partnership Firm Registration

A partnership firm is formed by two or more persons under a partnership deed and registered with the Registrar of Firms under the Indian Partnership Act, 1932. We draft the partnership deed, file for registration with the jurisdictional Registrar of Firms, and obtain the Certificate of Registration along with PAN, GST, and bank account setup.

  • Partnership deed drafting and vetting
  • Registrar of Firms registration
  • Firm PAN and GST application
  • Capital contribution and profit-sharing documentation
  • Admission, retirement, and dissolution deeds

One Person Company (OPC)

An OPC allows a single entrepreneur to enjoy the benefits of a private limited company structure with limited liability. We handle name reservation (RUN), DIN procurement, DSC setup, SPICe+ form filing, MOA/AOA drafting, and obtain the Certificate of Incorporation from MCA. The nominee director requirement and annual compliance are also covered.

  • Name reservation via RUN on MCA portal
  • DIN and DSC procurement for sole member
  • SPICe+ (INC-32) form preparation and filing
  • MOA and AOA drafting for single-member company
  • Certificate of Incorporation from Registrar

LLP (Limited Liability Partnership)

An LLP combines the flexibility of a partnership with the limited liability of a company and is popular among professionals and service businesses. We handle DPIN/DIN procurement, LLP name reservation (RUN-LLP), FiLLiP form filing, LLP Agreement drafting, and Incorporation Certificate procurement. Annual filings (Form 8, 11) are also managed.

  • Designated Partner DIN/DPIN procurement
  • LLP name reservation via RUN-LLP
  • FiLLiP form preparation and filing
  • LLP Agreement drafting with profit-sharing clauses
  • Certificate of Incorporation from MCA

Private Limited Company

A Private Limited Company is the most preferred structure for startups and growing businesses, offering limited liability, easy fundraising, and separate legal identity. We complete the entire incorporation through SPICe+, AGILE-PRO-S, and eMOA/eAOA forms, covering name approval, DIN, DSC, PAN, TAN, GST, EPFO, ESIC, and bank account in a single integrated process.

  • End-to-end SPICe+ incorporation filing
  • AGILE-PRO-S for GST, PF, ESIC, PT registration
  • MOA and AOA drafting with customized clauses
  • Share capital structuring and allotment
  • Certificate of Incorporation with CIN

Section 8 Company (Non-Profit)

Section 8 Companies are incorporated under the Companies Act for charitable, educational, scientific, or social welfare objectives, with profits reinvested in the objects. We obtain the Central Government license, file incorporation documents, draft the MOA/AOA aligned with charitable objects, and obtain the Certificate of Incorporation. Tax exemption applications are coordinated simultaneously.

  • Central Government license application (INC-12)
  • MOA and AOA drafting for charitable objects
  • SPICe+ incorporation filing
  • 12A and 80G registration coordination
  • Ongoing annual compliance management

Trust Registration

A public charitable trust registered under the Indian Trusts Act or relevant state legislation is the most flexible vehicle for charitable activity. We draft the Trust Deed with defined objects, settler, trustees, and beneficiaries; arrange stamp duty payment; register with the Sub-Registrar; and coordinate 12A, 80G, and FCRA applications.

  • Trust Deed drafting with comprehensive clauses
  • Sub-Registrar registration and deed execution
  • Stamp duty computation and payment
  • Trustee appointment documentation
  • 12A, 80G, and FCRA registration coordination

Public Limited Company

Public Limited Companies can raise funds from the public through share issuance and are suitable for large businesses with institutional investors or public market ambitions. We handle the complete incorporation process, minimum paid-up capital compliance, and the additional regulatory requirements applicable to public companies including Companies Act provisions on board composition and secretarial compliance.

  • Public company SPICe+ incorporation
  • Minimum paid-up capital compliance
  • Commencement of business (INC-20A) filing
  • Board and committee constitution compliance
  • Company Secretary appointment requirements

Producer Company

A Producer Company is a hybrid structure for farmer collectives, fishermen, weavers, and artisan groups under Sections 378A–378ZU of the Companies Act, 2013. We handle formation with minimum 10 producer members, draft the Memorandum and Articles of Association, obtain incorporation, and advise on governance requirements including annual general meetings and board elections.

  • Producer Company incorporation under Companies Act
  • Member producer eligibility documentation
  • MOA and AOA with producer activity objects
  • Active/associate member category structuring
  • Mutual assistance and dividend provisions

Indian Subsidiary of Foreign Company

Foreign companies can establish a wholly or partly owned Indian subsidiary as a Private Limited Company with FDI under automatic or approval routes. We manage the entire process including FDI compliance, FEMA documentation, RBI filings, and MCA incorporation, and coordinate with the parent company's lawyers for investment structuring.

  • FDI route assessment and RBI compliance
  • SPICe+ incorporation with foreign shareholding
  • FC-GPR and FEMA documentation
  • Transfer pricing and arm's length documentation
  • Ongoing RBI annual performance reporting

Foreign Wholly Owned Subsidiary (WOS)

A Foreign Wholly Owned Subsidiary is a Private Limited Company where 100% equity is held by the foreign parent entity. We handle the incorporation, FDI compliance under FEMA, RBI filings, and coordinate with bankers for capital remittance and share allotment. We also assist with tax registration and initial operational compliance.

  • 100% FDI route assessment and compliance
  • FEMA share allotment and FC-GPR filing
  • Capital remittance and bank coordination
  • Incorporation and business commencement
  • Ongoing RBI Annual Return on Foreign Liabilities

Company Compliance Services

Stay on the right side of MCA and ROC regulations with our ongoing compliance support, annual filings, and board secretarial services.

Annual ROC Compliance

Every private and public limited company must file annual returns (MGT-7/7A) and financial statements (AOC-4) with the MCA within prescribed timelines. We manage the complete annual compliance cycle including board meeting minutes, AGM notices and resolutions, audited accounts, and ROC filings. We ensure zero additional fees and clean MCA records.

  • AOC-4 financial statement filing
  • MGT-7/7A annual return preparation and filing
  • Board meeting agenda, minutes, and resolutions
  • AGM notice, resolutions, and attendance records
  • Director DIN KYC (DIR-3 KYC) compliance

LLP Annual Returns

LLPs must file Form 11 (Annual Return) within 60 days of year-end and Form 8 (Statement of Accounts) within 30 days of six months from year-end. We prepare both forms with supporting financial data, obtain designated partner digital signatures, and file before due dates to avoid significant late fees. We also handle LLP Agreement amendments.

  • Form 8 Statement of Accounts preparation
  • Form 11 Annual Return filing
  • Solvency statement preparation
  • Designated partner DSC coordination
  • Late filing compounding application support

Director / KMP Changes

Appointment, resignation, change of designation, or disqualification of directors and Key Managerial Personnel requires filings with the MCA within 30 days. We prepare the requisite board and shareholder resolutions, update the statutory registers, and file Form DIR-12 and other applicable forms. We ensure director DIN and consent filings are completed in sequence.

  • Director appointment and resignation filings (DIR-12)
  • Board and shareholder resolution drafting
  • DIN consent and KYC compliance
  • Managing Director and CEO appointment compliance
  • Independent Director letter and declaration management

Minutes Drafting

Board meeting and general meeting minutes are legal records of decisions taken by the company's board and shareholders. We draft compliant minutes under the Companies Act and Secretarial Standards SS-1 and SS-2, ensuring all resolutions are properly recorded with attendance, quorum, and voting details. Minutes are delivered within 48-72 hours of the meeting.

  • Board meeting minutes per SS-1 standards
  • AGM and EGM minutes per SS-2 standards
  • Committee meeting minutes (Audit, NRC, CSR)
  • Passing resolutions by circulation
  • Signed minute book maintenance

Registered Office Shifting

Changing the registered office within the same city, within the same state, or across states involves different levels of MCA approvals. We manage all types of office shifts — from simple INC-22 filings to Regional Director or Central Government applications, board and shareholder approvals, and newspaper advertisement requirements.

  • Office shift within city (INC-22 filing)
  • Intra-state registered office change
  • Inter-state shift with Regional Director approval
  • Newspaper publication and shareholder notice management
  • State government and ROC intimation

Striking Off / Company Closure

Companies that have ceased business or are otherwise dormant can be struck off from the MCA register under Section 248 through the STK-2 (voluntary) process or NCLT winding up. We prepare the application, ensure all pending filings are cleared, obtain no-objection from tax and regulatory authorities, and guide the company through the complete closure procedure.

  • STK-2 voluntary striking off application
  • Pending compliance clearance and filing
  • Tax and regulatory NOC coordination
  • Shareholder resolution and affidavit preparation
  • Post-striking off PAN and GST cancellation

Private Ltd to LLP Conversion

Conversion of a Private Limited Company to an LLP is tax-neutral under certain conditions and is governed by Section 56 of the LLP Act and Schedule II of the Companies Act. We prepare the conversion application, ensure compliance with conditions for tax neutrality, file FiLLiP and other MCA forms, and manage the transition of assets, contracts, and registrations.

  • Tax-neutral conversion eligibility assessment
  • FiLLiP filing for LLP incorporation on conversion
  • MCA approval under Schedule II
  • Asset and contract transfer documentation
  • Post-conversion ROC and tax compliance

Share Dematerialization

All Private Limited Companies (except small companies) are required to hold their shares in dematerialized form. We coordinate with a Depository Participant, obtain ISIN for the company's shares, and facilitate the dematerialization of all existing physical share certificates into NSDL or CDSL demat form. We also file PAS-6 for reconciliation of capital.

  • ISIN application through NSDL/CDSL
  • Depository Participant coordination
  • Physical share certificate conversion to demat
  • PAS-6 half-yearly reconciliation filing
  • Shareholder demat account assistance

XBRL Filing

Companies meeting certain thresholds (listed, or with paid-up capital above Rs. 5 crore or turnover above Rs. 100 crore) must file financial statements in XBRL format with the MCA. We prepare XBRL-tagged financial statements using MCA-approved tools, validate the instance document, and file AOC-4 XBRL within the prescribed timeline.

  • Financial statement XBRL tagging
  • MCA taxonomy mapping and validation
  • AOC-4 XBRL instance document filing
  • Error resolution and resubmission
  • CFS (Consolidated Financial Statements) XBRL filing

Rights Issue

A rights issue allows a company to raise additional capital by offering new shares to existing shareholders in proportion to their current holdings. We manage the complete rights issue process including board and shareholder resolutions, offer letter (Letter of Offer), PAS-3 allotment filing, and share certificate issuance in compliance with the Companies Act.

  • Rights issue board and shareholder resolution
  • Letter of Offer preparation
  • Subscription and renunciation management
  • PAS-3 allotment return filing
  • Share certificate issuance and register update

Bonus Shares

Bonus shares are issued to existing shareholders by capitalizing free reserves or the securities premium account. We handle the board and AGM resolution process, verify fund availability for capitalization, prepare Form PAS-3, update the register of members, and issue bonus share certificates or demat credits.

  • Free reserve and securities premium verification
  • Board and shareholder bonus resolution
  • Capital account and reserve adjustment entries
  • PAS-3 allotment return filing
  • Bonus share certificate or ISIN credit

Buyback of Shares

Companies can buy back up to 25% of their paid-up capital through tender offer or open market routes subject to Companies Act requirements. We manage the buyback declaration, shareholder resolution, SH-8 notice, escrow account setup, SH-9 filing, and completion return SH-11, ensuring full compliance with SEBI and Companies Act provisions.

  • Buyback eligibility and limit computation
  • SH-8 offer notice and SH-9 declaration
  • Escrow account coordination with banker
  • Public notice and shareholder communication
  • SH-11 completion return and capital reduction

Charge Creation / Modification / Satisfaction

When a company creates a charge over its assets as security for a loan, it must file CHG-1 with the MCA within 30 days. Modifications and satisfaction of charges must also be filed promptly to maintain accurate public records. We handle the complete charge registration lifecycle with banks and financial institutions, including late condonation applications.

  • CHG-1 charge creation filing within due date
  • CHG-4 charge modification and enhancement
  • CHG-4 charge satisfaction on loan repayment
  • Late condonation application for delayed filings
  • Charge certificate and index of charges maintenance

CCFS (Centre for Corporate Facilitation Services) Scheme

The MCA's CCFS scheme provides a mechanism for companies to rectify or regularize defective or overdue filings through compounding and condonation. We identify past filing defaults, compute compounding fees, prepare the CCFS application, and represent the company before the Regional Director or MCA to obtain regularization without penal prosecution.

  • Default filing identification and impact assessment
  • Compounding fee computation and application
  • Regional Director representation
  • Condonation of delay application (COD)
  • Post-CCFS clean compliance record maintenance

Liaison with ROC / RD / NCLT

Complex corporate matters require representation before the Registrar of Companies (ROC), Regional Director (RD), and National Company Law Tribunal (NCLT). Our experienced company law professionals handle responses to MCA notices, ROC inquiry letters, compounding petitions, and NCLT petitions for mergers, demergers, and oppression matters.

  • ROC notice and inquiry response drafting
  • Regional Director petition and representation
  • NCLT petition filing for corporate matters
  • Merger and demerger scheme filing
  • Section 441 compounding applications