13 June 2014
What is the procedure for changing registered office of Private Limited company with in same state and in same ROC? what is the format of Special resolution?
13 June 2014
Procedure for change in regd. Office where change is outside the local limits of city/town/village
•Send notice of BM as per section as per section 173 of the Act.
•Hold BM To:
Consider and approve the change of registered office. fix the date, time, place of general meeting and to approve the notice and explanatory statement . Authorize director/manager/secretary to send notices of General MSeeting and to sign, make declaration and submit INC 22 with ROC. Engage PCS/PCA to certify form INC 22 and form MGT 14.
•Send notice (along with explanatory statement) of General Meeting to members, directors, auditors etc as per section 101 and section 102 of the Act.
•Hold General Meeting and pass the Special Resolution.
•File a copy of Special Resolution in from MGT 14 with ROC with in 30 days of passing of SR(SEC.117).
•File form INC 22 with ROC.
•Paint or affix its new add. of registered office as per section 12(3) of the Act.
“RESOLVED THAT pursuant to the provisions of section 12 of the Companies Act, 2013 and any other provisions applicable, if any, consent of the members of the company be and is hereby accorded to shift the registered office of the Company from ________________________________ to _____________________________w.e.f. February 25, 2012.
RESOLVED FURTHER THAT Mr. Ramesh Kumar, Director of the Company be and is hereby authorized to file e-form INC.22 and MGT.14 with the Registrar of Companies and to take suitable action for the implementation of the above said decision of the Board.
13 June 2014
This agenda item will be a special business from GM notice. So you have to annex explanatory statement with EGM notice u/s 102 of companies Act, 2013.
Simply mention the reason for change in address in explanatory statement.
13 June 2014
Oh..I forget to comment regarding form MGT.14. As per the mandate of section 117, special resolution is required to be filed through filing of form MGT.14. I would advise you to attach altered MOA along with form MGT.14 as optional attachment.
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