Shivangi Pandey (ACA-Retainer) (105 Points)
16 February 2012A private Ltd company having share cap needs transfer its RO from lucknow to raibareilly i.e. within same state and under same ROC. My query is
1-whether special resolution will be required as MOA staes the regd offc to be situated in State of Uttar pradesh and not the city.
2-If yes, then whether EGM would be called for the same as it has to be done during this month of FEB.
Thanks in advance for the expert comments.
Smriti Dhawan
(Company Secretary )
(347 Points)
Replied 16 February 2012
For Shifting of Registered Office with in same State Board Resolution is enough for Private as well as Public Company. File Form 18 within 30 days of Board Resolution. No need to alter MOA as it only contains State where registered office is situated
Shivangi Pandey
(ACA-Retainer)
(105 Points)
Replied 16 February 2012
Thank u so much for the guidance. But the Instruction kit of form -18 mentions that Special resolution is required for the same in case of existing company.
Smriti Dhawan
(Company Secretary )
(347 Points)
Replied 16 February 2012
What I said was if the shifting of registered office is with in same city, You are rite Form 23 is required to be filed in your case as If the change of registered office is outside the local limits but within same State then approval of shareholders by way of Special Resolution is required to be taken. So Form 23 and Form 18 is required to be filed with in 30 days.
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 16 February 2012
Hi
Change from one City to another within the same State
If the registered office is to be shifted from one city, town, village to another town, ciry or village within the same State, a special resolution has to be passed in the general meeting and file Form 23 and Form-18 within 30 days accordingly. This change of the registered office also does not involve alteration of Memorandum.
Regards
CS Ajay Mishra
Shivangi Pandey
(ACA-Retainer)
(105 Points)
Replied 16 February 2012
Ajay Mishra ji:
Thank u so much for repling...can u guide on EGM issue...if this has to be done in Feb itself.thanks in advance
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 16 February 2012
Hi
Yes,
(1) First option, if your management agree call a Board meeting and there after hold a general meeting for the same in Feb.
(2) Second option, you can do so by calling of General Meeting at shorter notice.
Regards
Ajay Mishra
surinder singh bhatia
(CS)
(123 Points)
Replied 17 February 2012
Dear friends,
If the registered office of the co mpany is shifted outside the local limits of the city,town then company needs to pass the special resolution and required to file form 23 and 18 with roc
following is the procedure for it.
1. call the board meetinng and pass the board resolution for the following pourposes
a. to approve the proposal of shifting the registerd office
b. fixing time date and venue for the egm
c.to approve the notice of general meeting
d.to authorize the person to issue notice.
2. call the egm and pass the special resolution
3. file form 23 and form 18 with roc
4. Inform all the concered authorities about the shifting of registered office
5. change the registered office wherever it is displayed
6.change the reistered office from all the letter heads and stationary.
Thanks and regards
Surinder Singh Bhatia
CAclubindia
