INTRODUCTION
Event-Based Compliances are those that must be met upon the circumstances of a certain event and then demand the submission of all relevant information to the Registrar of Companies. These event-based compliances apply to any unpredicted duties, situations, or new features of a business.
Event-based compliances is when a private company is registered with the Registrar of Companies in obedience to the provisions of the Companies Act, 2013, and a compliance requirement appear as a result of any particular event, such as a change in directors, share capital, MOA (Memorandum of Association) or AOA (Articles of Association) , or change in registered office. These Compliances normally apply to a corporation or an LLP (Limited Liability Partnership). These compliances are important because the Company is required to notify the Registrar of each and every event or change that occurs in the Company.
Event-based compliances in a company are regularly one-time obligations or are preferred to be legally flawless and protected and must be handled by the Company’s directors. All the compliances should be reported to the appropriate authorities or ROC within a specified time frame following the circumstances of such an event or any modification.
TYPES OF EVENT-BASED COMPLIANCES
These are the kinds of Event- Based Compliance are as follows:
Annual ROC Compliance
These compliances are certainly required to cooperate at the end of each year. The annual compliances include annual tax and return, annual meeting and keeping books of accounts of company
ROC Event Based Compliances
Compliances that are mandatory to fulfill with every time whenever there is an happening of certain events, i.e., change in MOA/ AOA, change in directors, or any other happening that need to submitted and informed to the Registrar of Companies (ROC). In case of an annual or period event, the Company should have the proper documents and resolutions to submit to the ROC and to inform about the changes. Any illegal or wilful negligence in the declaration of accurate information about such changes or business events can result in penalty against the Company and the directors. It is necessary that the happening of such events must be track down, and compliances are met on time to avoid additional fees or penalties.
EXAMPLS OF EVENT-BASED COMPLIANCES OF COMPANIES
Changes to the Board of Directors
A Director’s appointment or resignation
Partner Appointment or Resignation
Managing Director is appointed
When DIN, DSC, etc. acquired;
Managing and updating official records and registers;
Change in the statutory auditors;
MOA or AOA(modification) alteration or change
Shares are transferred or issued
Share transactions and the issue of share certificates
Annual General Meeting;
Change in address of Registered Office
Appointment or removal of Auditor;
Any other relevant issue.
EVENT –BASED COMPLIANCES OF A PRIVATE LIMITED COMPANY & FORMS
Private limited company must notify the registrar of companies (ROC) of changes made within the company.
1. Transformation in director (DIR-12) Section: 149
Change in the directors of a Private Limited Company, such new director appointment, resignation or removal of an existing director, or change in a director's designation, the company is required to file Form DIR-12 to the Registrar of Companies (ROC) to inform them about the changes and must be filed within 30 days from the date such the changes were made.
2. Change in authorized Share Capital (FORM SH-7)
Form SH-7 is filed with the Registrar of Companies to inform them of any alteration in the authorized share capital of a Private Limited Company,Within 30 days of the regular resolution being passed.
3. Change in registered office (FORM INC-22)
Whenever a Private Limited Company changes the address of its registered office, it is required to file Form INC-22 with the Registrar of Companies (ROC)Within fifteen days from the date of such change.
4. Increase in Paid Up Capital (FORM PAS-3)
Form PAS-3 is filed to the ROC when there is an allotment of new shares by the incorporated company to a new shareholder. It must be filed within 15 days from the date on which the shares were allotted.
5. (FORM CHG-1 / CHG-9)
CHG-1/CHG-9 are filed to the Registrar of Companies whenever there is a creation or modification of charge on any of the assets of the company While CHG-1 is filed in such cases of charges created or modified on all assets other than debentures, CHG-9 is specifically filed for debentures only. Both CHG-1 and CHG-9 are filed to the ROC within 30 days from the creation of charge.
6. Change in Company’s Name (INC-24)
Form INC 24 is filed to the ROC if company changes its name and gets a new name which is approved by the Registrar Form INC-24 is filed to the ROC within 60 days from the date on which the Registrar approved or reserved the new name of the company, or within 30 days from the date on which a Special Resolution passed by the company which adopting the new name, whichever is earlier.
7. (FORM BEN-2)
Form BEN-2 is filed by the company to the Registrar of Companies disclosing the details and specific interests of its Significant Beneficial Owners.BEN-2 is filed within 30 days from the date on which the company receives BEN-1 from its beneficial owners, disclosing their specific interests to the company.
8. (FORM AOC-5)
It is mandatory for every company to maintain a book-keeping records at its registered office. However, if the company decides to keep such records at any other office rather than their registered office, they have to intimate the same to the ROC in Form AOC-5.Form AOC-5 must be filed to the ROC within 7 days from the date on which the company passes a resolution approving the decision to maintain its account books at the concerned office address.
CONCLUSION
Event-based compliance are legal and regulatory obligations that a company needs to fulfill based on specific events. These events could be changes within the company’s structure, alteration of share capital, change in directors, transfer of shares, or any other event that requires compliance with statutory requirements.Noncompliance limit the operation of the company, and defaulters may face penalties or imprisonment for a specified period of time. Companies must follow and comply with the rules of the Act in order to maintain good reputation and avoid any penalties.
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