kesavan (CS-Professional Student) (127 Points)
04 April 2011Dear Sir,
I want to know the procedure regarding Changing the Registered Office of the Company from one ROC to another within the same state.(from coimbatore to Chennai within Tamil Nadu)
Kindly provide the resolution for the same
Thanks in Advance !!!
Jayashree S Iyer
(Company Secretary)
(3224 Points)
Replied 04 April 2011
Shifting of registered office from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar in the same State
This shifting amounts to shifting the registered office outside the local limits of the existing location and requires the prior approval of the company in general meeting by special resolution. Section 17A of the Companies Act, 1956 provides that the company must seek approval of the Regional Director of the Ministry of Company Affairs. Detailed steps to be taken are being described 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 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 subject to confirmation by the Regional Director;
(iii) file certified copy of the special resolution alongwith the explanatory statement with the Registrar of Companies in e-Form 23 (Appendix 4) u/s 192 along with filing fees as per requirement of Schedule X to the Act within 30 days from the date of the meeting;
(iv) file an application in e-Form 1AD for obtaining confirmation of the Regional Director for change in the situation of registered office of the company within a State from the jurisdiction of one Registrar to the jurisdiction of another Registrar. The application has to be submitted with the prescribed fee as per Rules. The Regional Director shall communicate his confirmation within 4 weeks from the date of receipt of application for such change; (See Appendix 5 for Rules and Appendix 2 of Chapter 2 of Part III for Specimen of e-Form 1AD)
(v) file a certified copy of the confirmation order obtained from the Regional Director to the Registrars of Companies in e-Form 21 with the prescribed fee as per Schedule X to the Act, within 2 months from the date of order communicated to the company; (Appendix 6)
(vi) file e-Form18 electronically within 30 days of the date of changing the registered office with both the Registrars alongwith the fees as per requirement of Schedule X to the Act;
(vii) 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;
(viii) the Registrar shall issue a certificate indicating new Corporate Identification No. (CIN) to that effect and thereafter the company shall require to file all the documents with the Registrar of Companies, in whose jurisdiction, the registered office of the company has been situated.
Darshini
(Trainee)
(23 Points)
Replied 09 February 2012
If I am not wrong, MCA has designated particular ROC's for different states, then how the registered office can be shifted from one ROC jurisdiction to another within state? Kindly help.
Prasana Aditya P
(CA Final Student)
(52 Points)
Replied 29 June 2012
Shruti
(PCS)
(35 Points)
Replied 27 September 2012
you also have to Notice in newspaper and thereafter wait of 21 days and if no objection raised by anyone then you may proceed further for shifitng.
Aditya Soni
(CS Final Student Trainee)
(727 Points)
Replied 28 September 2012
| Originally posted by : Darshini | ||
 |
If I am not wrong, MCA has designated particular ROC's for different states, then how the registered office can be shifted from one ROC jurisdiction to another within state? Kindly help. |
 |
Dear Darshini,
You are right but till an extent, because there is an exception.
In two states, Maharashtra and Tamilnadu, there are two ROCs and this condition applies.
Regards,
Aditya.
Aditya Soni
(CS Final Student Trainee)
(727 Points)
Replied 28 September 2012
| Originally posted by : Prasana Aditya P | ||
|
|
Do we need to file e-form 61 for Shifting the Registered Office of the Company from the Jurisdiction of one ROC to another within the same state? |
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Dear Aditya,
In my view, form 61 need not be filed in this case. Experts are welcome to correct me if I am wrong.
Regards,
Aditya.
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