Hai Friends,
Pls clarify me regading the following query.
Thers is one Private Limited Comapny with two directors and two shareholders.
Now the directors want to change the Registered office address of the company
from Hyderebd to Vijayawada within Same ROC.
I came to Know that Form 23 & Form 18 is to be filed with ROC.
So friend can anybody advise me in this regard and also provide me the sample of the Resolutions for the Same.
Thanks in Advance.
Dear Dhananjay,
Change in registered office outside the local limits but within the same state:
1. Pass Board resolution in board meeting and issue a notice for holding EGM.
2. Special Resolution has to be passed in the EGM.
3. File special resolution in Form 23 within 30 days of passing the special resolution.
4. File Notice for change in registered with ROC within 30 days of special resolution.
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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 followed as 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 along with the explanatory statement with the Registrar of Companies electronically in the e-Form 23 u/s 192 along with 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;
(vi) 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.
Specimen of members' special resolution for shifting of Registered Office from one place to another place outside the limit of the city
RESOLVED THAT pursuant to the provisions of section 146 of the Companies Act, 1956 and any other provisions applicable, if any, the Registered office of the Company be and is hereby shifted from Hyderabad (A.P.) to Vijayawada (A.P.).
CAclubindia
