detailed procedure for change of address from one registrar

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Anil Singhi (Querist)
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22 June 2010 Hello friends,
I just wanted to know detailed procedure for change in address of a private limited company from pune to mumbai i.e. within the state an also give me format of special resolution to be passed in the board meeting. pls reply urgent.

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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22 June 2010
Shifting of registered office from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar in the same State

Shifting of registered office from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar in the same State requires the prior approval of the company in general meeting by special resolution. As desired by Section 17A(1) of the Companies Act, 1956 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 at a Board meeting. At the same meeting the Board may 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 along with the explanatory statement with the Registrar of Companies in e-Form 23 along with filing fees.

(iv) As desired by Section 17A(2) 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.

As desired by Section 17A(3) the Regional Director shall communicate his confirmation within 4 weeks from the date of receipt of application for such change

(v) As desired by Section 17A(4) company shall 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, within 2 months from the date of order communicated to the company.

(vi) file e-Form 18 electronically within 30 days of the date of changing the registered office with both the Registrars along with 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. Section 17A(5)

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CA. BIJENDER KR. BANSAL

CA. BIJENDER KR. BANSAL (Expert)
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22 June 2010 Well explained by Sanjay JI.

ALTERATION OF MEMORANDUM: (CHANGE OF REGISTERED
OFFICE WITHIN A STATE FROM THE JURISDICTION OF ONE
REGISTRAR TO ANOTHER REGISTRAR): [SECTION 17A]
1. Subject — Change of Registered Office
within a State from the
jurisdiction of one Registrar
to another Registrar
2. Passing Authority — General Meeting
3. Nature of the Resolution — Special Resolution
4. Specimen Resolution
"RESOLVED THAT pursuant to the provisions of section 17A read with
section 146 of the Companies Act, 1956, and subject to the confirmation by the
Regional Director concerned in the Ministry of Corporate Affairs, the place of
Registered office of the Company presently situate at Coimbatore, be and is
hereby changed to be situate at Chennai."
Explanatory Statement
Presently, the Company's Registered Office is located at .......................... in
the city of Coimbatore. The Board of directors of your company at their meeting
held on ............... have decided to change the location of the Registered Office
from Coimbatore to the city of Chennai, for better operational convenience, in
view of the location of the Company's Corporate Office at Chennai. According to
the section 17A of the Companies Act, 1956, such a change should be confirmed
by the Regional Director concerned in the Ministry of Corporate Affairs.
Necessary application in the e-Form 1AD as prescribed in this behalf shall be
made to the Regional Director, along with the copy of the aforesaid resolution for
seeking the confirmation. Further, under the proviso to section 146(2) of the
Companies Act, 1956, special resolution is required to be passed for shifting the
Registered Office outside the local limits of any city, town, etc. Hence the special
resolution is proposed for your approval.
None of the directors is interested in this resolution, except as shareholders of
the Company.
5. Guidelines
(1) 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, as provided in rule 4BBA of the
Companies (Central Government's) General Rules and Forms, 1956.
(2) Copy of the confirmation order should be filed with the Registrar of
Companies from whose jurisdiction the company proposes to shift its
Registered Office and a copy for the information to the Registrar under
whose jurisdiction the Registered Office is proposed to be shifted.

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