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compliance by listed co for changing RO to another state

15 June 2010

Dear all,

kindly provide me procedure & compliances of listed company for changing its registered office from one state to another.

Thanks in advance.

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4 Replies

daya shankar singh (CA ,CS) (629 Points)
Replied 15 June 2010

You shall comply with Sec 146 read with sec sec 17 for changing RO from one state to another state.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 16 June 2010

Hi Ranjita,

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

RITU BAJAJ (COMPANY SECRETARY) (158 Points)
Replied 18 June 2010

SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER

A. BRIEF PROCEDURE

Board Meeting for calling EGM
EGM to pass the Special Resolution for shifting of Registered Office
Publication of notice in the two newspapers (one in English and one in Local language)
Filing Form 23 (within 30 days from the date of the EGM)
Send notice to the creditors by UCP
File the full set of the Petition with ROC and Chief Secretary of the State
Filing petition with CLB
After hearing obtain copy of Order
File Form 21 and Form 18 with the ROC.
Submit physically original CLB order with both the ROC along with copy of Form 21 and 18
File with ROC the altered MOA of the Company in Form 62
Intimation to stock exchange is also required with regard to the EGM and others as are usually required.