State change of Reg office for Private Limited Company

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Huzaifa Ghadiali (Querist)
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10 February 2011 Hi Experts,

Please could you outline the procedure and time taken for state change of registered office of a Private Limited Company from Delhi to Kerela /Tamil Nadu.
Also what legal implications does this transfer hold to the active status or the status while in transit?

Mohit Garg

Mohit Garg (Expert)
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11 February 2011 CHANGE IN REGISTERED OFFICE FROM ONE STATE TO ANOTHER.

The various steps involved in shifting the registered office of the Company from one state to another and the documents required in the matter are detailed below:

Stage One:

Convene a Board meeting and decide on the change of registered office. Approve the draft notice of the extraordinary general meeting to pass special resolution for alteration of clause – II of Memorandum of Association, on receipt of sanction by the central government.

Not less than one month before filing the petition with the Central Government, publish a general notice in at least one newspaper published in the principal language of the district in which registered office is situate and once in an English newspaper circulating in that district. (After passing Special Resolution at the meeting of the Shareholders the company is required to public notice in the newspaper).

Send 21 days clear notice of the general meeting in writing to all the eligible members of the Company and attach along with the notice suitable explanatory statement for the proposed special resolution.

Pass special resolution for change of registered office at the extraordinary general meeting. If foreign shareholders are involved, obtain duly executed proxy forms before conducting EGM. Documents executed outside India require tobe Notarize from the place where they are executed.

File form no. 23 within 30 days of passing a special resolution with the Registrar of Companies with requisite fees along with copy of special resolution.

Stage Two:

Serve individual notices to each debenture holder and creditor of the Company (giving opportunity to raise their objections if any) under certificate of posting, unless otherwise required by the Bench to be sent by registered post.

Stage Three:

Serve a notice together with a copy of the petition with all the annexure, to the Chief Secretary of the Government of the State (Address: Chief Secretary, 4th Floor, Haryana Civil Secretariat, Sector-1, Chandigarh, Haryana.) in which the registered office of the Company is situated.

Stage Four:

Serve Registrar of Companies, a copy of the petition with all annexure.

Stage Five:

File a petition with the Central Government (CLB) in the form of letter, giving reasons for the change in the registered office from one State to another with the following documents

(i) Certified copy of certificate of incorporation and MOA and AOA.
(ii) Certified Minutes of the meeting of Board of Directors approving change in registered office and authorizing attorney to present the case along with attendance sheet.
(iii) Certified Notice for Extra Ordinary General Meeting along with Explanatory Statement.
(iv) Certified Minutes Extra Ordinary General Meeting of the copy along with the Attendance Sheet.
(v) Certified true Copy of Special Resolution passed at the Extra Ordinary General Meeting
(vi) Certified copy of Audited Balance Sheet for the Last Three Year.
(vii) Cutting of Advertisement Published in the News Paper.
(viii) Affidavit on non-judicial stamp paper of requisite value proving dispatch and service of notice together with newspaper cuttings.
(ix) A List of Creditors which shall be made upto the latest practicable date, not preceding the date of filing of the petition by more than 2 month, Signed by Two Directors and the Secretary, if any. One of the two directors should be the managing director if there is any.
(x) Affidavit on Non-Judicial Stamp Paper of requisite value verifying the correctness of the List of Creditors.
(xi) Affidavit verifying Petition.
(xii) Affidavit regarding Employees.
(xiii) Acknowledgment Receipts from Registrar of Companies and from the Chief Secretary of State Govt./administrator, to whom a copy of petition has been served.
(xiv) Attorney in favor of professional who will represent the case.
(xv) Memorandum of appearance in Form 5 with a copy of board resolution.
(xvi) No Objection Certificate from Major Creditors.

File a complete set of petition, in TRIPLICATE, along with the document stated above.

Affix Court Fee Stamp of requisite value on the original copy of the petition.

Stage Six:

On receipt of Central Govt.’s order, file certified copy of the order with the ROC along with a printed copy of the altered Memorandum of Association. File a certified copy of Central Govt.’s order with the ROC of each state.

The Registrar of Companies must register the order confirming the alteration in the Memorandum within one month from the date of filing of order, and the certificate of registration will be granted to the Company.

Stage Seven:

File form 18 with ROC of the state to which registered office of the Company is transferred, within 30 days from the date on which the change becomes effective

Final Stage:

Make necessary changes in every copy of Memorandum and Articles of Association, letter heads, vouchers, registers, office papers, record books, common seal, sign board etc.