Company law

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suganthamani (Querist)
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11 January 2011 Shifting of registrar office from one ROC to other ROC with in same state for a private limited company with clear procedure

CA Sanat Pyne

CA Sanat Pyne (Expert)
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11 January 2011 This shifting amounts to shifting the registered office outside the local limits of the existing location and requires the prior approval of the company in general meeting by special resolution. Section 17A of the Companies Act, 1956 provides that the company must seek approval of the Regional Director of the Ministry of Company Affairs. Detailed steps to be taken are being described hereunder:—
(i) seek 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 the members by special resolution and the Board will approve the notice of 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 Regional Director;
(iii) file certified copy of the special resolution alongwith the explanatory statement with the Registrar of Companies in e-Form 23 (Appendix 4) u/s 192 along with filing fees as per requirement of Schedule X to the Act within 30 days from the date of the meeting;
(iv) file an application in e-Form 1AD for obtaining confirmation of the Regional Director for change in the situation of registered office of the company within a State from the jurisdiction of one Registrar to the jurisdiction of another Registrar. The application has to be submitted with the prescribed fee as per Rules. The Regional Director shall communicate his confirmation within 4 weeks from the date of receipt of application for such change; (See Appendix 5 for Rules and Appendix 2 of Chapter 2 of Part III for Specimen of e-Form 1AD)
(v) file a certified copy of the confirmation order obtained from the Regional Director to the Registrars of Companies in e-Form 21 with the prescribed fee as per Schedule X to the Act, within 2 months from the date of order communicated to the company; (Appendix 6)
(vi) file e-Form18 electronically within 30 days of the date of changing the registered office with both the Registrars alongwith the fees as per requirement of Schedule X to the Act;
(vii) give intimation of change in the situation of registered office to all the concerned and make necessary corrections in the name board, stationery and records of the company wherever it is required;
(viii) the Registrar shall issue a certificate indicating new Corporate Identification No. (CIN) to that effect and thereafter the company shall require to file all the documents with the Registrar of Companies, in whose jurisdiction, the registered office of the company has been situated.

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