29 December 2008
I want to change the regd office of a pvt ltd co. from Punjab to Rajastan.Please tell me the exact procedure I have to follow. Plz ans Thanx
29 December 2008
ALTERATION OF MEMORANDUM: (SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER): [SECTION 17] 1. Subject —Transfer of Registered Office to another State 2. Passing Authority —General Meeting 3. Nature of the Resolution(s) —Special Resolution 4. Specimen Resolution(s)
SPECIMEN 1 "RESOLVED THAT subject to the sanction of the Company Law Board 1 being obtained the registered office of the company at present situate in the State of Rajasthan shall be removed to and be situate in the State of Orissa." SPECIMEN 2 "RESOLVED THAT subject to the sanction of the Company Law Board1 being obtained the Memorandum of Association of the company be altered by the substitution of the words 'State of Orissa' in place of the words State of Rajasthan in Clause II of the Memorandum of Association." SPECIMEN 3 “RESOLVED THAT pursuant to the provisions of section 17 read with section 146(2) and section 192A and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Company Law Board the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from the state of Madhya Pradesh to the State of Gujarat.” “RESOLVED FURTHER THAT the Clause No. II of the Memorandum of Association of the Company be and is hereby substituted by the following: I. The Registered Office of the Company shall be situated in the State of Gujarat.” “RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable for and on behalf of the Company.” Explanatory Statement The Board of directors at their meeting held on ……… has decided to shift the registered office of the Company from the state of Madhya Pradesh to the state of Gujarat. In view of the fact that majority of the directors of the Company are based at Ahmedabad (Gujarat), so it would be convenient to carry on the business activities of the Company more efficiently and smoothly from Ahmedabad. Since Gujarat state is one of the most developed state in the Industry, trade and commerce, therefore the shifting of the Registered Office shall help in expansion of the business activities and capture the market of Gujarat and Maharashtra also. Therefore as a whole it would be in the interest of the Company, its members and general public to shift the Registered Office of the Company at Gujarat. As per section 17 and 146(2) of the Companies Act, 1956 the registered office of the Company may be shifted outside the local limits of any city, town or village on the authority of the special resolution passed by the Company and subject to the confirmation of the Company Law Board/Central Government, therefore, it has become necessary to seek your consent by way of special resolution to give effect to such provision. Your Board recommend to pass the above said resolution through the postal ballot process as per provisions of section 192A of the Act read with the Companies [Passing of resolution by Postal Ballot] Rules, 2001, Draft amended copy of the Memorandum of Association has been placed at the Registered Office of the Company for inspection during the business hours till the close of the postal ballot process. None of the Directors of the Company has any interest or concern in the resolution except as members of the company. SPECIMEN 4 “RESOLVED THAT pursuant to the provisions of section 17 read with section 146(2) and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Company Law Board 2 the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from the state of Karnataka to the state of Madhya Pradesh.” “RESOLVED FURTHER THAT Clause No. II of the Memorandum of Association of the Company be and is hereby substituted by the following: II. The Registered Office of the Company shall be situated in the State of Madhya Pradesh.” “RESOLVED FURTHER THAT Mr……. and/or Mr…….., the Directors of the Company be and are hereby authorised severally to sign the petition, application, affidavits and such other documents as may be necessary in relation and to file a petition before the Company Law Board for and on behalf of the Company.” “RESOLVED FURTHER THAT Mr……. and/or Mr…….., Practising Company Secretaries be and are hereby severally authorised to submit Memorandum of Appearance and to appear and represent the Company before the Company Law Board in the matter of the petition under section 17(2) of the Companies Act, 1956 to be filed with the Bench for their confirmation to the proposed alteration of the situation Clause of the Memorandum of Association and be and is hereby authorised to make such statements, furnish such information and do such things as may be necessary in relation to the said petition.” “RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable for and on behalf of the Company.” 5. Guidelines (1) A resolution to change the registered office from a place in India to a place outside India is not valid. [Krimens Oil Mills Private Ltd v Registrar of Companies AIR 1958 Mad 450]. (2) Approval of the Company Law Board 3 must be obtained in terms of the Company Law Board Regulations, 1991. (3) Transfer within the same State from one place to another requires only a special resolution and transfers within the village and town or city, a Board Resolution. However, where the change is from the jurisdiction of one Registrar to another Registrar within the same State, the provisions of the newly inserted section 17A, as discussed later, would apply. 6. Filing (a) e-Form 18 within 30 days of the change. (b) e-Form 21 with certified copy of the order within 3 months from the date of order with the Registrars of both the States. (c) e-Form 23 within 30 days of passing the resolution. (d) In case of listed companies copies of all notices alongwith certified copy thereof be sent to the concerned stock exchange(s).
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