24 March 2011
A company may, by special resolution, alter the provisions of its Memorandum so as to change the place of its registered office from one State to another.
For change in the situation of the registered office from one State to another shall require the confirmation of the Company Law Board [Powers transferred to the Central Government vide the Companies (Second Amendment) Act, 2002] as it shall consider the alteration in the situation of the registered office clause in the Memorandum of Association of the company as per provisions of section 17 of the Companies Act, 1956.
(i) Obtain approval of the Board of directors, preferably at a Board meeting. At the same meeting the Board may consider and fix the date, venue and time for holding a general meeting to obtain the approval of members by special resolution and the Board will approve the notice of the general meeting and explanatory statement to be sent to the members;
(ii) hold a general meeting and get the approval of the members by way of special resolution subject to confirmation by the Company Law Board/Central Government;
(iii) file certified copy of the special resolution alongwith the explanatory statement with the Registrar of Companies in e-Form 23 under section 192 alongwith filing fees as per requirement of Schedule X to the Act within 30 days from the date of the meeting;
(iv) authorise severally a Director or the Company Secretary to take steps to move a petition to the Company Law Board/Central Government and take all actions in the matter including appointing advocate to assist the company.
(v) Publish general notice in the newspaper 1 in English and 1 in Regional language not less than 1 month before filing the above petition.
(vi) Issue notices to all creditors and debenture holders
(vii) Serve copy of the petition on the ROC
(viii) Whether any objection to the petition has been received
(ix) Serve a copy of the notice along with the petition on the Chief Secretary to the Government
(x) File Form 1 with the Regional Bench of CLB along with all documents
(xi) File certified copy of the order of the CLB in Form 21 within 3 months of receipt of certified copy along with a printed copy of the memorandum
(xii) The certified copy of the order shall be registered by the ROC of both the States within 1 month of the date of filing
(xiii) Alteration is effective only after registration of the order with ROC
(xiv) Carry out changes in the MOA and other documents viz., letterheads, common seal, etc.
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