CA.Rahul Jain (Partner) (108 Points)
05 May 2010Can Anybody elaborate on the procedure for change of Regd Office of a Pvt ltd co. from one state to another with in the jurisdiction of the same ROC. Like from Haryana to Delhi
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 05 May 2010
Hi Manoj,
Please find below the procedure for Shifting of the registered office to another State
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.
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.
(i) Obtain 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;
(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;
(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.
Best Regards
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 05 May 2010
SPECIMEN OF BOARD RESOLUTION FOR SHIFTING OF A REGISTERED OFFICE FROM
“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 along with 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.“
SPECIAL RESOLUTION
“RESOLVED THAT pursuant to the provisions of section 17 read with section 146(2) and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Company Law Board/Central Government the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from the state of Karnataka to the state of Madhya Pradesh.
FURTHER RESOLVED THAT the Clause No. II of the Memorandum of Association of the Company be and is hereby substituted by the following:
'II. The Registered Office of the Company shall be situated in the State of
FURTHER RESOLVED THAT Shri RS and/or Shri VS, the Directors of the Company be and are hereby authorised severally to sign the petition, application, affidavits and such other documents as may be necessary in relation and to file a petition before the Company Law Board/Central Government for and on behalf of the Company.
FURTHER RESOLVED THAT Shri YKJ and/or Shri DKJ, Practising Company Secretaries be and are hereby severally authorised to submit Memorandum of Appearance and to appear and represent the Company before the Company Law Board/Central Government in the matter of the petition u/s 17(2) of the Companies Act, 1956 to be filed with the Bench for their 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.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable for and on behalf of the Company. “
CAclubindia
