Director Changes & Share Allotment in
Karnataka

IMAK Advisory is an ICAI-registered firm of chartered accountants in Whitefield, Bengaluru, handling board and shareholding changes for private companies, public companies, one person companies and LLPs across India. We draft the resolutions, collect consents and declarations, file the MCA forms within the deadlines, update the statutory registers and check the tax, FEMA and stamp duty effects of each change.

Every change of director is reported in DIR-12 within 30 days. The appointment of director needs an active DIN, consent in DIR-2, a declaration in DIR-8 and a board or shareholder resolution. The resignation of director takes effect when the company receives the written notice; the company files DIR-12 and the person leaving may file DIR-11. The removal of director needs special notice, a fair hearing and an ordinary resolution at a general meeting.

From 31 March 2026, DIR-3 KYC is filed once in every third consecutive financial year by 30 June, and changes in mobile number, email or address are updated within 30 days. A DIN without current KYC is deactivated, which blocks new appointments and filings.

For shares, the increase in authorised capital needs an ordinary resolution and Form SH-7 within 30 days. The allotment of shares through private placement needs a special resolution, a valuation, an offer letter, a separate bank account and PAS-3 within 15 days; rights and bonus issues need PAS-3 within 30 days. A share transfer in a company covered by Rule 9B happens only in demat form, while other companies use Form SH-4 with stamp duty and board approval.

A change in registered office within the same city needs a board resolution and INC-22 within 30 days; moving to another city served by a different registrar, or to another state, needs special resolutions and the Regional Director's approval. LLPs report partner changes in Form 4 and agreement changes in Form 3.

Before any change in shareholding, we check whether it will affect carried-forward tax losses, startup recognition, FEMA reporting for non-residents, bank covenants and licences. A change of director or shareholder that is planned with these in view avoids most of the problems we are asked to fix later, such as a resignation never reported or shares allotted beyond the authorised capital.

Investor rounds bring several of these steps together: raising the authorised capital, passing the special resolution, issuing the offer letter, receiving money in a separate account, allotting within 60 days, filing the return, completing FEMA reporting for foreign investors and crediting shares to demat accounts. We prepare one calendar for the whole round so that no step is missed and the money can be used as soon as the law allows.

We do not backdate resolutions or allotments, and we work with advocates where a shareholder dispute needs one. We do not publish fees; our team shares the exact total after reviewing your requirements. Visit us at ITPL Main Rd, Pattandur Agrahara, Whitefield, Bengaluru, Karnataka 560066, call or WhatsApp +91 79798 50684, or email imakadvisoryteam@gmail.com, and the IMAK Advisory team will plan your board or share change and file it on time.