CA Naveen Kumar Agrawal (Chartered Accountant / MBA) (939 Points)
07 June 2008
please provide me the information n details regarding change of address of Registered Office of a Pvt. Ltd. Company from one state to another.
thanx in advance
Sunil Nayak
(Chartered Accountants)
(96 Points)
Replied 08 June 2008
Hi
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.
Appendix 7 - Specimen of Board resolution for shifting of a Registered office from one state to another state.
The Chairman informed the Board that presently the Company's Registered Office is situated in the state of Madhya Pradesh. He further informed that since two directors of the company are based at Ahmedabad (Gujarat) so to carry on the business activities more economically and efficiently. Further that the Gujarat State is a very advance state in the industrialisation of business; therefore if the Registered Office of the Company is shifted at Gujarat, it shall also help to enlarge the area of its business operations.
The Board considered that in terms of the provisions of section 17 of the Companies Act, 1956, the registered office of the Company may be shifted from one state to another by way of approval of the member with special resolution and confirmation of the Company Law Board [powers being transferred to the Central Government vide the Companies (Second Amendment) Act, 2002].
The Chairman further informed that as the Company's securities are a listed with the recognised stock exchanges therefore, by virtue of section 192A read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, it is required to pass necessary resolution by means of Postal Ballot only. Therefore, it is required to send a notice to all the members along with the draft resolution explaining the reasons thereof, and requesting them to send their assent or dissent in writing on a postal ballot within a period of 30 days from the date of posting of the letter.
The Board considered and passed the following resolution unanimously: RESOLVED THAT subject to the provisions of section 17, 146(2), 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, and confirmation of the Company Law Board/Central Government, the consent of the Board of directors of the Company be and is hereby accorded for shifting of the Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat.
FURTHER RESOLVED THAT the notice alongwith the draft resolution and Explanatory Statement for conducting the Postal Ballot u/s 192A of the Companies Act 1956, as placed before the Board duly initialed by the Chairman for the purpose of identification be and is hereby approved and Shri SJ, the Director of the Company be and is hereby authorised to issue the notice as required under the above said Rules as applicable to the Company.
FURTHER RESOLVED THAT Shri SJ, Director of the Company be and is hereby authorised to file a copy of the Board Resolution along with the required calendar of events to the concerned Registrar of Companies as per requirement of the Rules.
FURTHER RESOLVED THAT Shri SJ, Director of the Company be and is hereby authorised for submission of the said notice to the Stock Exchange and for publication of an advertisement in the news papers specifying the date of completion of despatch of Postal Ballots.
Alternative Board resolution for an unlisted company
The Chairman informed the Board that presently the Company's Registered Office is situated in the state of Karnataka. He further informed that the Company's manufacturing and business activities are based at Indore in the state of Madhya Pradesh and all the business functions are carried from the factory premises at 179/2, Pipliya Rao, Indore (M.P.) and from the corporate office at 104, Shreenath Niketan, 29, Snehlataganj, Indore (M.P.) and there are no activities in the state of Karnataka as such where the registered office is situated. Moreover all the directors and members of the Company are also based at Indore (M.P.). Therefore, it is very difficult to co-ordinate the matters from Indore to discharge the statutory obligations related to the registered office. And since the state of Madhya Pradesh is a very advance state in the industrialisation of business and has a potential market for the Company's product, therefore if the registered office of the Company is shifted to Madhya Pradesh, it shall help to carry on the business activities more economically and efficiently and also help to enlarge the area of its business operations.
The Board considered that in terms of the provisions of section 17 of the Companies Act, 1956, the registered office of the Company may be shifted from one state to another by way of approval of the members with special resolution and confirmation of the Company Law Board/Central Government. The Board considered the matter and after due discussion passed the following resolution unanimously:
RESOLVED THAT subject to the provisions of section 17, 146(2) and confirmation of the Company Law Board/Central Government, the consent of the Board of directors of the Company be and is hereby accorded for shifting of the registered office of the company from the state of Karnataka to the state of Madhya Pradesh.
FURTHER RESOLVED THAT the notice of the Extra Ordinary General Meeting alongwith the Explanatory Statement as placed before the Board duly initialed by the Chairman for the purpose of identification be and is hereby approved and Shri RS, the director of the Company be and is hereby authorised to issue the notice to the members.
FURTHER RESOLVED THAT Shri RS and Shri VS, the directors of the Company be and are hereby authorised jointly and severally to sign the petition, application, affidavits and such other documents as may be necessary in relation to the said petition.
FURTHER RESOLVED THAT Shri DKJ, Practising Company Secretary, be and is hereby authorised to appear and represent the Company before the Company Law Board/Central Government in the matter of the petition to be filed with the Company Law Board/Central Government for its confirmation to the proposed alteration of the situation Clause of the Memorandum of Association and be and is hereby authorised to make such statements, furnish such information and do such things as may be necessary in relation to the said petition.
Regards
Sunil Nayak
CS Gaurav Jain
(Consultant)
(63 Points)
Replied 08 June 2008
CA Naveen Kumar Agrawal
(Chartered Accountant / MBA)
(939 Points)
Replied 12 June 2008
step wise procedure for change of registered office of the company from one state to another.
BM--NOTICE--GM--SR--FORM 23 WITH EXPLANATORY NOTE WITHIN 30 DAYS TO REGISTRAR---PUBLICATION--PETITION TO CENTRAL GOV. ---FILING OF FORM 21 TO ROC---FILING THE CHANGE IN FORM 18 TO ROC.
IF U NEED FURTHER ASSISTENCE CONTACT VIVEK PATHAK ASSOCIATE ADVOCATE SINGHANIA & Co.LLP MUMBAI
| Originally posted by :Guest | ||
| " | hello friends... what about cases if they incline to (ie., private or purblic companys board ) change their registered office WITHIN STATE say Tuiticorin (TN) to Chennai city? |
" |
procedure for change of registered office outside local limits but within state :
BM---Notice--GM---SR with 3/4 majority----filing of form 23 to RoC within 30 days---notice of change in form 18 to roc within 30 days.----with appropriate fees.
Vijay Kumar Bhasin
(Practising Company Secretary)
(20 Points)
Replied 29 August 2008
Would request you to please send me the complete procedure for change of registered office of a company from one state to another.
| Originally posted by :Guest | ||
| " | May I get an explanatory statement of Special Resolution passed for shifting of registered office of the Company within the State? Also minutes minutes of AGM for passing the above special resolution? | " |
Pursuant to sec.173(2) is not applicable to private company, since members approval is necessary as per sec.146, we need to give the pertinent reason to shift / change the reg.office of the co., The Board of directors at its meeting should confirm the reasons either it felt that it is econo9mical and cost saving measures to operate business.. (what ever activity of the business ie., manfacg.service, trading,commission or brokerage etc.,) or the reasons fulfilling any acts or statutory reasons exmple. that all central or state govt. offices,. like central ,excise dept, RoC, service tax, Income tax dept. are located in the specified areas where it felt convenient to deal ...etc.,,
| Originally posted by :Guest | ||
| " | May I get an explanatory statement of Special Resolution passed for shifting of registered office of the Company within the State? Also minutes minutes of AGM for passing the above special resolution? | " |
Pursuant to sec.173(2) is not applicable to private company, since members approval is necessary as per sec.146, we need to give the pertinent reason to shift / change the reg.office of the co., The Board of directors at its meeting should confirm the reasons either it felt that it is econo9mical and cost saving measures to operate business.. (what ever activity of the business ie., manfacg.service, trading,commission or brokerage etc.,) or the reasons fulfilling any acts or statutory reasons exmple. that all central or state govt. offices,. like central ,excise dept, RoC, service tax, Income tax dept. are located in the specified areas where it felt convenient to deal ...etc.,,
| Originally posted by :Guest | ||
| " | Originally posted by :Guest " hello friends... what about cases if they incline to (ie., private or purblic companys board ) change their registered office WITHIN STATE say Tuiticorin (TN) to Chennai city? " procedure for change of registered office outside local limits but within state : BM---Notice--GM---SR with 3/4 majority----filing of form 23 to RoC within 30 days---notice of change in form 18 to roc within 30 days.----with appropriate fees. |
" |
RUCHITA JAIN
(CS )
(35 Points)
Replied 15 October 2008
is it necessary to prepare list of creditors in case of change of regd office from fm one state to another
RUCHITA JAIN
(CS )
(35 Points)
Replied 17 October 2008
please any one can provide the official address of chief secretary to Government of Delhi for the purpose of change in rerd. office of company from delhi to ranchi.
Landmark Judgments: Important Provisions of the EPF & ESI Act interpreted by the Honorable Supreme Court of India
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