10 August 2010
We have to shift registered office of the company from cannaught place to Dwarka in Delhi whether SR is required or only Board Resolution is required Please provide.
Shifting of the registered office from one place to another place in the same city/town/village It is a very simple procedure and can be implemented by the Board of directors of the company. (Specimen of the Board resolution given in Appendix 2) An intimation of the change shall be given to the Registrar electronically in e-Form 18 within 30 days of the date of such change. It has been clarified by the Department of Company Affairs vide Circular No. 19, dated 26-6-1972 that where as a result of rapid urbanisation the local limits expand, the term "local limits" referred to above should be taken to mean both the "local limits" and the "postal limits" and where the two do not coincide the wider of the two. Furthermore, Hyderabad and Secunderabad shall be considered as the same place. 10.2 Shifting of the registered office to a place outside the local limits of the existing place, but within the same State under the jurisdiction of the same Registrar In case if the Board of directors of a company proposes to shift the registered office to a place outside the "local limits" of the existing place within the same State, it shall require the prior approval of the members by passing special resolution in a general meeting of the company. 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 also 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. (Appendix 3) A listed company shall get the approval of shareholders by postal ballot; (iii) file certified copy of the special resolution alongwith the explanatory statement with the Registrar of Companies electronically in the e-Form 23 u/s 192 alongwith the filing fees as per requirement of Schedule X to the Act within 30 days from the date of the meeting; (iv) file e-Form 18 within 30 days of the date of changing the registered office, electronically with the Registrar along with the fees as per the requirement of Schedule X to the Act; (v) send three copies of the notice sent to members for a general meeting to the stock exchanges where the shares of the company are listed; (v) 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. 10.3 Shifting of registered office from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar in the same State 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. 10..4 Shifting of the registered office to another State 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 so far as may be required to enable it as provided in section 17 of the Companies Act, 1956 as given hereunder:— (a) to carry on its business more economically or more efficiently; (b) to attain its main purpose by new or improved means; (c) to enlarge or change the local area of its operations; (d) to carry on some businesses which under the existing circumstances may conveniently or advantageously be combined with the business of the company; (e) to restrict or abandon any of the objects specified in the Memorandum; (f) to sell or dispose of the whole, or any part, of the undertaking, or of any of the undertakings, of the company; or (g) to amalgamate with any other company or body of persons. 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. A meeting of the Board of directors will be called and held to accord approval to the following action:— (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 members by special resolution and the Board will approve the notice of the general meeting and explanatory statement to be sent to the members; (Specimen of the Board resolution given in Appendix 7) (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; (Specimen of the resolution given in Appendix 8) (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.
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