Harish Naidu (Job) (193 Points)
30 March 2011
Hi,
Ours is Pvt Ltd company and we want shift our registered office address from one state to other. Please let me know the process for this. Also we have changed the registered office address in the last month with in the city, so is there any specific time limit to again apply for change of address.
Sumit Jaiswal
(Company Secretary)
(818 Points)
Replied 30 March 2011
To know the process of change of registered office from one state to another, you can click on the below given link:
/forum/re-change-of-address-of-registered-office-10011.asp
I don't feel there is a specific time limit to again apply for change of registered office if it has been changed before recently. But ROC should have approved the earlier Form 18 filed for change of the address, then only you can apply for change of registered office again.
Experts, please give your view on the given matter.
Jaideep
(Service)
(1368 Points)
Replied 30 March 2011
Hi,
PFB - steps involved in changing the registered office from one state to another state.
1. Call for a board meeting to decide on the change in the domicile clause.
2. In the board meeting fix up the date, time, place of the general meeting and approve the notices for this purpose, send the notices, hold the meeting and pass special resolutions.
3. After taking the approval of the members, file a certified copy of the special resolution along with the explanatory statement in Form 23 with ROC.
4. Publish a general notice in at least one regional language newspaper and one English language newspaper circulated in the area in which registered office of the company is situated clearly stating the substance of the petition.
5. Send individual notices to all creditors/debentureholders of the company.
6. After a gap of one month from the date of sending notices as above, file petition with the Company Law Board (CLB) pursuant to the CLB Regulations ,1991. The petition has to be filed with the Regional Bench
of the CLB at which the existing registered office is situated.
7. Serve a copy of the petition on the ROC.
8. Serve a copy of the notice along with a petition to the Chief Secretary to the Government of the State where the registered office of the company is situated or to the Administrator/Lt. Governor of the Union Territory where the registered office is situated in the Union Territory.
9. A hearing may take place at the CLB office at which creditors, if any, and the representatives of the company are heard before making any order.
10. After receiving the CLB order for shifting the registered office, the company is required to file certified copy of the order with the ROC alongwith Form No. 21 within 3 months of receipt of certified copy along
with the printed copy of the memorandum of association .
11. A certified copy of the order from the ROC within one month of the date of filing must be obtained.
12. The certified copy of the order should be filed with the ROC of the new state within one month of the date of the filing along with the certified copy of the memorandum of association.
13. The ROC of the new state i.e. at which registered office will be shifted will issue a fresh certificate of incorporation which will be conclusive evidence of the shift of registered office.
14. File Form No. 18 with the new ROC for the situation of the registered office
Regards
Jaideep Pandya
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 30 March 2011
Procedure for Change of Registered Office from one State to Another State
Notice in paper
…………………Ltd
Registered Office……….
Notice is hereby given that the Company is Changing its Registered Office, subject to the approval of shareholders and CLB, from the State of ……..to the State of ……… any person whose rights or interests are likely to be affected due to such change may intimate to the Bench within 21 days of this notice.
Date:-
Place:- For…………… ……….Ltd
Company Secretary
Specimen Petition under Section 17(2) of the Companies Act, 1956
FOR CHANGE IN THE REGISTERED OFFICE
FROM THE STATE OF ……TO THE STATE OF …………..
ORIGINAL PETITION NO…….OF 2008
BEFORE THE COMPANY LAW BOARD WESTERN REGION BENCH, MUMBAI
IN THE MATTER OF THE COMPANIES ACT, 1956 SECTION 17(2)
AND
IN THE MATTER OF …………..LTD
(a company registered under the Companies Act, 1956 and having its registered office at ……………….………………..)
(Petitioner)
DETAILS OF THE PETITION
a. The petitioner Company is a company incorporated under the Companies Act, 1956.
b. The Registered Office of the Company is presently situated at …………… …….……… ………….. In the state of ……………………
c. Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rupees Ten Crore) divided in to 1,00,00,000 shares of Rs. 10/- each. The issued, subscribed called and paid up capital of the Company is Rs. 5,00,00,000 (Rupees Five Crore Only) divided into 50,00,000 shares of Rs. 10/- each.
d. The Main object for which the Company was incorporated are set out in clauses 1,2 and 3 of the Clause III(A) of the MOA which is annexed hereto and marked as Annexure- 4
e. The petitioner company states that the subject matter of the petition is within the jurisdiction of the Company Law Board, ……… Bench.
“RESOLVED THAT pursuant to the provisions of Section 17 read with section 146(2) and other applicable provisions, if any, of the Act and subject to the approval of the CLB the consent of the members of the Company be accorded to shift the registered office of the Company from the state of ………….. to the state of …………..”
“FURTHER RESOVED THAT the clause II of the Memorandum of Association of the Company be and is hereby substituted by the following
II- The Registered Office of the company is situated in the State of ………”
“FURTHER RESOLVED THAT Shri ……….. Company Secretary and Shri ……….., Director of the company be and are hereby authorised to do all such acts, deeds and things as may be necessary to give effect the above resolution.”
For ………….Ltd.
Director
Date:
Place:
Specimen of Affidavit for verifying petition
ORIGINAL PETITION NO…….OF 2008
BEFORE THE COMPANY LAW BOARD WESTERN REGION BENCH, MUMBAI
IN THE MATTER OF THE COMPANIES ACT, 1956 SECTION 17(2)
AND
IN THE MATTER OF …………..LTD
(a company registered under the Companies Act, 1956 and having its registered office at ………………..)
(Petitioner)
AFFIDAVIT VERIFYING THE PETITION
I,…………………………………………….. S/o Shri ……………………………… aged about………..years presently residing at ……………………………………. Do hereby solemnly affirm and state as follows:
I do affirm that this declaration is true, that it conceals nothing and that no part of its is false. Solemnly affirmed on …th day of ……..., 2008.
Date:
Place: For …………………..Ltd.
Director
Shridhi Jain
(Company Secretary)
(1678 Points)
Replied 31 March 2011
Thanks Ankur sir for such useful formats........
manish kumar
(work)
(21 Points)
Replied 21 April 2011
Hello,
We need to shift our registered office from chandigarh to Mohali, do we need to follow all these steps.
Thanks!!
Sumit Jaiswal
(Company Secretary)
(818 Points)
Replied 21 April 2011
Both
Since the registered office is being shifted 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. Refer proviso to Sub-section (2) of section 146.
Follow the necessary steps i.e. held a Board meeting to call the EGM. At the EGM get the special resolution passed. Then file the resolution thus passed with ROC in Form 23. Then you can file the Form 18.
Megha Maheshwari
(emp)
(21 Points)
Replied 29 February 2012
if we want to change the reg. office from delhi to haryana but the ROC is same , then also petition is req. to be filed?........
Pls rep.
CA. Sanjay Verma
(Chartered Accountants)
(60 Points)
Replied 01 March 2012
Yes. Change of registered office from one state to another involves alteration in Meorandum of Association. As such petition with CLb is required to be filed U/s 17(2).
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