Changing Your Company’s Compliance Consultant: What to Collect and What to Check

Companies change their compliance consultant for many reasons: the online agency that registered the company stopped responding, filings were missed, the business has grown and needs more careful advice, or the owner simply wants someone local who can be met in person. Whatever the reason, the change is often harder than expected, because the previous consultant holds the digital signatures, the MCA login, the registers and the history of what was filed.

This article lists what a company should collect when it changes its consultant, what to check before the new consultant takes over, and how to make the handover smooth.

Who is who: consultant, Company Secretary and auditor

Role	What they do	How they change
Compliance consultant or Company Secretary in practice	Prepares and files ROC forms, maintains registers and minutes, advises on company law	By the company’s decision; no ROC form is needed to change a consultant
Company Secretary in employment (KMP)	A whole-time employee, required for larger companies	Appointment and resignation are reported to the ROC
Statutory auditor	A Chartered Accountant who audits the accounts	Removal or resignation follows a legal procedure, with ROC filings and, in some cases, shareholder and government approvals

Changing the consultant is simple in law. Changing the statutory auditor is not, and should be handled separately.

What to collect from the previous consultant

Access and credentials

• Digital signatures (DSCs) of all directors; these belong to the directors, not to the consultant
• MCA portal login for the company, and the email and mobile number registered with MCA; change the password and recovery details after the handover
• Logins for GST, Income-tax, TDS, EPF and ESI, if the consultant handled them
• Trademark application details and the agent on record, if the consultant filed trademarks

Documents and records

• Certificate of incorporation, MOA, AOA and all amendments
• Statutory registers and minute books of board and general meetings. See statutory registers and records
• Share certificates issued, share transfer documents, and demat details
• Copies of all forms filed with the ROC, with SRNs and fee receipts
• Audited financial statements, auditor’s reports and board’s reports for each year
• Copies of any notices received from the ROC or other authorities, and replies sent
• Pending items the consultant was working on

What to check before the new consultant takes over

A short review at the start shows where the company stands and avoids surprises later. See how to conduct a compliance health check.

• Company status on the MCA portal: active, under strike off, or marked for non-filing
• Annual filings: which years of AOC-4 and MGT-7 or MGT-7A are filed and which are pending
• INC-20A filed, if the company was incorporated after November 2018. See what a company must do after incorporation
• Auditor appointed and reported, and audits completed for each year. See why audit is compulsory even with no transactions
• Directors’ KYC status and DIN status. See DIR-3 KYC
• Charges registered and satisfied as per the lender’s records
• Changes in directors, shares or registered office reported correctly
• Registers and minutes written up and matching the filings

Making the handover smooth

1. Settle the previous consultant’s fees for work done, so the handover is not held up
2. Ask for the handover in writing, with a list of documents and credentials handed over
3. Change passwords and recovery details for the MCA and other portals immediately after
4. Take back physical DSC tokens, and renew any that have expired
5. Inform the new consultant of any pending notices or deadlines
6. Keep a copy of everything in the company’s own records, not only with the consultant

If the previous consultant does not cooperate

• DSCs: directors can obtain new DSCs from a certifying authority; ask for the old ones to be revoked if they are not returned
• MCA login: the company can reset access through the MCA portal’s procedures using the registered details or by updating them
• Filed forms: copies of all filed documents can be obtained from the MCA portal
• Registers and minutes: if not returned, they may need to be reconstructed from filings and other records, with a note of the basis
• Professional conduct: if a professional unreasonably withholds the client’s records or credentials, the company can take it up with the professional institute concerned

Avoid the same problem in future

• Hold your own DSCs, and give them to the consultant only for specific filings
• Keep the MCA login and registered email under the company’s control
• Ask for copies of every form filed and every challan paid
• Keep registers and minute books at the registered office
• Review the company’s MCA filings at least once a year

Frequently asked questions

Do I need to inform the ROC when I change my consultant?

No. A compliance consultant is engaged by the company and there is no ROC filing for the change. A whole-time Company Secretary who is a KMP, and the statutory auditor, are different.

Can I change the statutory auditor along with the consultant?

The auditor’s removal or resignation follows a legal procedure under the Companies Act, with ROC filings and, for removal before the end of the term, special approvals. Handle it separately and carefully.

The old consultant has my DSC and is not returning it. What do I do?

Apply for a new DSC in your name, and ask the certifying authority to revoke the old one. Then update the DSC on the MCA portal.

How long does a handover take?

With cooperation, a few days. Without it, a few weeks, depending on what needs to be reconstructed.

ചുരുക്കം (Summary in Malayalam)

കമ്പനിയുടെ compliance consultant-നെ മാറ്റുമ്പോൾ ROC-യിൽ ഫോം ഫയൽ ചെയ്യേണ്ടതില്ല, എന്നാൽ statutory auditor-നെ മാറ്റുന്നതിന് നിയമപരമായ നടപടിക്രമമുണ്ട്. പഴയ consultant-ൽ നിന്ന് ഡയറക്ടർമാരുടെ DSC, MCA login, GST/Income-tax logins, registers, minutes, share certificates, ഫയൽ ചെയ്ത ഫോമുകളുടെ പകർപ്പുകൾ, notices എന്നിവ വാങ്ങുക. പുതിയ consultant ചുമതലയേൽക്കുന്നതിന് മുമ്പ് MCA-യിലെ കമ്പനി സ്ഥിതി, pending filings, INC-20A, auditor, DIR-3 KYC എന്നിവ പരിശോധിക്കുക. Password-കൾ മാറ്റുക; DSC സ്വന്തം കൈയിൽ സൂക്ഷിക്കുക.

This article gives a general overview of practical and legal points when a company changes its compliance consultant. Procedures and portal processes are revised from time to time; for accurate and current requirements, refer to the Companies Act, 2013, the rules and the MCA portal. The article is not advice on any particular case.