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Change of roc within same state for pvt company

Vamsi (CA) (70 Points)

09 March 2012

Dear Experts

Can Anyone send the procedure for change of address of company, i.e. Coimbature Roc to Chennai RoC, and format of EGM and Special Resolution.

Thanks in advance

Vamsi

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12 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 09 March 2012

In case if the Board 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.

Find below the procedure:

Hold a board meeting and take approval of the Board.
At the same Board meeting fix the date, venue and time for holding a general meeting to obtain the approval of the members by special resolution and also approve the notice of general meeting and explanatory statement to be sent to the members.
hold a general meeting and get the approval of the members by way of special resolution.
File certified copy of the special resolution along with the explanatory statement with the ROC in Form 23 within 30 days from the date of the meeting;
File e-Form 18 within 30 days of the date of changing the registered office.
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.

Regards

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Rajesh Bhati (MBA Finance) (32 Points)
Replied 09 March 2012

As per sec. 17A, If a company wants to shift its ragistered office from one city to another city within in the same state which involves the change of jurisdiction of ragistrar of companies; a special resolution in genral meeting is required to be passed, which must be confermed by regional director...

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 10 March 2012

Sorry I missed it that it is a case of section 17A. Find below the right procedure:

Shifting of registered office from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar in the same State

Shifting of registered office from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar in the same State requires the prior approval of the company in general meeting by special resolution. As desired by Section 17A(1) of the Companies Act, 1956 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 at a Board meeting. At the same meeting the Board may 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 along with the explanatory statement with the Registrar of Companies in e-Form 23 along with filing fees.

(iv) As desired by Section 17A(2) 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.

As desired by Section 17A(3) the Regional Director shall communicate his confirmation within 4 weeks from the date of receipt of application for such change

(v) As desired by Section 17A(4) company shall 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, within 2 months from the date of order communicated to the company.

(vi) file e-Form 18 electronically within 30 days of the date of changing the registered office with both the Registrars along with 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. Section 17A(5)

Best Regards

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prakash (Company Secretary) (1352 Points)
Replied 10 March 2012

The shifting of ROC from coimbature to chennai fall under Shifting of registered office from the jurisdiction of one Registrar of Companies to the Jrisdiction of another Registrar in the same state.

It requires prior approval of the company in general meeting by special resolution. Section 17A of the Company Act, 1956 provides that the company must seek approval of the Regional Director of the MCA. details are as under.

1. Conduct Board meeting and get approval of Board and fix the date, venue and time for holding a EGM to obtain the approval of the members by special resolution and the board will approve the notice of EGM and Explanatory statement to be sent to the members:

2. Hold a general meeting and get the approval of the members by way of special resolution subject to confirmation by the Regional Director;

3. File certified copy of the special resolution alongwith the explanatory statement with the ROC in form 23 within 30 days from date of the meeting

4. 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 ROC 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;

5. File a certified copy of the confirmation order obtained from the Regional DIrector to ROC in e-form 21 with the prescribed fee with 2 months from the date of order communicated to the company.

6. File e-form18 electronically within 30 days of the date of changing the ROC with the both the ROC

7. Give intimation of change in the situation of ROC to all the concerned and make necessary corrections in the name board, stationery and records fo the company wherever it is required.

8. The ROC shall issue a certificate indication new corporate Identification No (CIN) to that effect and thereafter the company shall require to file all the documents with the ROC, in whose jurisdiction, the ROC of the company has been situated.

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Vamsi (CA) (70 Points)
Replied 12 March 2012

Dear Sir

Thanks for your Answer, will you please upload the Formats for EGM Notice and Formats for the same.

Thanks in Advance

Vamsi

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Vamsi (CA) (70 Points)
Replied 12 March 2012

Originally posted by : prakash

The shifting of ROC from coimbature to chennai fall under Shifting of registered office from the jurisdiction of one Registrar of Companies to the Jrisdiction of another Registrar in the same state.

It requires prior approval of the company in general meeting by special resolution. Section 17A of the Company Act, 1956 provides that the company must seek approval of the Regional Director of the MCA. details are as under.

1. Conduct Board meeting and get approval of Board and fix the date, venue and time for holding a EGM to obtain the approval of the members by special resolution and the board will approve the notice of EGM and Explanatory statement to be sent to the members:

2. Hold a general meeting and get the approval of the members by way of special resolution subject to confirmation by the Regional Director;

3. File certified copy of the special resolution alongwith the explanatory statement with the ROC in form 23 within 30 days from date of the meeting

4. 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 ROC 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;

5. File a certified copy of the confirmation order obtained from the Regional DIrector to ROC in e-form 21 with the prescribed fee with 2 months from the date of order communicated to the company.

6. File e-form18 electronically within 30 days of the date of changing the ROC with the both the ROC

7. Give intimation of change in the situation of ROC to all the concerned and make necessary corrections in the name board, stationery and records fo the company wherever it is required.

8. The ROC shall issue a certificate indication new corporate Identification No (CIN) to that effect and thereafter the company shall require to file all the documents with the ROC, in whose jurisdiction, the ROC of the company has been situated.