The Company was incorporated in June,2004 as public ltd company.The Company commenced its business in 2006
The Company management and ownership has changed in September,2011.
Now the new management wishes to shift the registered office from one State to another.
The problem is the earlier management has not obtained Certificate of Commencement of Business.
Thus my query is: 1) can the current management proceed with shifting of Registered office . 2) or shall it first apply for compounding application for obtaining COB . 3) or shall it first convert the public ltd co into pvt ltd .
21 October 2011
1) Shifting of registered office requires approval of shareholders by way of special resolution
2) A public limited company cannot commence business until it has received certificate of commencement. Hence, it shall apply for COB.
3) What is the requirement of conversion of company. Anyways, if it wants to get converted, it has to comply with Section 2 (35) of the Companies Act, 1956, which will take you to Section 3 (1) (iii) of the Act.
At the end, it seems to be a hypothetical query. A public limited company cannot commence the business itself. How has the company managed to commence the business without obtaining the COB, it's not coming out clear in the query. hence, it will keep the query open.
Its true that Public Ltd. co. cannot commence its business without obtaining COB.
Sir, there is total change in management and ownership of company and the new management has decided to shift the registered office to another state.
My query is that : 1)when an application will be made to shift the registered office will not there be issue raised by the authorities for non compliance of section 149 2) thus how to resolve the issue?
Further it seems that the new management is not aware of non-compliance of COB.
Please experts kindly advise me how should i resolve the matter.
CAclubindia
