My client is a Mumbai based private limted company, but they have registered their company in Kolkata. Now they want to shift the whole thing to Mumbai including the company registration. What is the procedure and where can I get all the information?
19 July 2011
Procedure for Change of Registered Office from one State to Another State
Hold a Board Meeting to consider the proposal and approve the notice of General Meeting and authorise the CS or Director to move a petition to CLB. Issue the notice of General Meeting. Hold General Meeting and pass the Special Resolution which is subject to the approval of CLB. File form 23 within 30 days of Special Resolution. In case of listed companies:- Forward three copies of notice to the SE where the shares of the Company are listed. Forward to the SE the proceedings (minutes) of the BM and GM. Prepare a list of Creditors and Debenture holders and intimate them accordingly. The list is required to be filled with the petition and should be duly verified by an affidavit. Atleast one month before filing the petition under Section 17, the company is required to publish a general notice in a newspaper one in regional language and one in English in daily newspaper circulating in the State. The notice shall state that any person whose interest is likely to be affected due to change may intimate to the Bench of CLB within 21 days of the notice. The notice is also required to be send to each Creditor and Debentureholder of the Company under Certificate of Posting A copy of notice along with the copy of petition is also required to be sent to the Chief Secretary of the State or Union Territory concerned and the view of the concerned Government authorities will be taken in to account be the CLB. File a petition in form no. 1 under Section 17 of the Companies Act, 1956. It should be duly verified by an affidavit A copy of petition is also required to be sent to the ROC. In case of Section 25 Companies a copy is also required to be sent to Regional Director. Following documents are required to be attached with the petition:- Certified copy of the amended MOA and AOA. Copy of the notice calling the General Meeting with explanatory statement. Copy of Special Resolution. Minutes of the General Meeting. Affidavit verifying the petition. Bank Draft\Challan evidencing payment of Fee. Memorandum of appearance along with the copy of Board Resolution or duly executed Vakalatnama. Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report. Affidavit proving the dispatch and service of notice together with newspaper cutting. Certified copy of List of Creditors along with the affidavit verifying the list of Creditors. Acknowledgement of the receipt of petition by the ROC. After hearing the parties the CLB shall take a final decision.
The Company shall within 3 months from receiving the order file the Certified copy of the orders to the ROC in form no. 21 alongwith the prescribed filing fees. The Registrar shall within one month of filing the order register the same and shall issue a certificate indicating new CIN to that effect and thereafter the Company shall be required to file all the documents with the ROC in whose jurisdiction, the registered office of the company has been situated. Make alteration in the MOA with respect to the state in every copy of Memorandum. Notify the change of registered office in newspaper. Each stationery, banner, signboard, bills, invoice etc. should show the new address and necessary advice should be sent to shareholders, debenture holders, and other concerned parties. File form 18 within 30 days of change.
Notice in paper
…………………Ltd Registered Office……….
Notice is hereby given that the Company is Changing its Registered Office, subject to the approval of shareholders and CLB, from the State of ……..to the State of ……… any person whose rights or interests are likely to be affected due to such change may intimate to the Bench within 21 days of this notice.
CAclubindia
