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Setting up admin/development office

prasad (manager) (171 Points)

13 August 2011

Dear All,

1) My software company is registered in Andhra Pradesh ROC. We're planning to set up administration/corporate and development office in Bangalore. Pls. let me know whether any approvals required regarding this.

2) We've PAN and TAN numbers that are associated with our registered office in A.P. I heard that we can use same TAN number anywhere in India for business. Pls. let me know whether my understanding is correct.

Thanks in advance.

with rgds,

Prasad

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7 Replies

vishnupriya (CA Final) (1418 Points)
Replied 13 August 2011

Yes there is no need to change TAN and PAN but changing the registered office from one state to another state requires lot of compliance with regard to Companies Act and you have to mention the change of address to Income Tax department and other concerned governing bodies etc..

As per Companies Act here is the procedure to Change the Co. from One state to another state:

1.       Hold a Board Meeting to decide about the change and to fix up the date, time, place & agenda for the General Meeting to pass a Special Resolution for altering the MOA in this regard subject to confirmation of the CLB.

2.       Issue notice for the General Meeting proposing the Special Resolution with Suitable Explanatory Statement.

3.       Hold the General Meeting and pass the Special Resolution by 3/4th Majority subject to the confirmation of the CLB.

4.       File Form No. 23 within 30 days in ROC.

5.       Not less than one month before filing the petition publish a general notice at least once in the daily newspaper published in the principal language of the district in which the registered office is situate and at least one in English in a daily newspaper, in the English language and circulating in that district.

6.       Prepare a List of creditors as on a certain date which should be serially numbered and giving therein the amount and nature of credit.

7.       Make a petition to the concerned Regional Bench of CLB in Form No. 1.

8.       If the petition is in order in all respects than the Bench Officer will issue an order for confirmation.

9.       File Form No. 21 and certified true copy of MOA as altered within 3 months from the date of order with ROC.

10.   File the notice of change with ROC of the new state in Form NO. 18 within 30 days from the date when the change become effective.

Please also refer the below link:

/forum/change-of-address-of-registered-office-10011.asp

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GURMUKH (CS) (81 Points)
Replied 13 August 2011

Law recognises registered office. As per law certain statutory books are to be maintained a registered office. If u are only setting up corporate office for certain admn functions than there is no such legal formality. But if your books of accounts will be maintained at this new place & u are not shifting ur registrered office than u need to inform ROC & tax authorities.

vishnupriya (CA Final) (1418 Points)
Replied 13 August 2011

Changing the headoffice of Co. requires alteration of memorandum. Alteration of memorandum is permitted only in following instances.

THIS IS AN ABSTRACT FROM BARE ACT OF THE COMPANIES ACT,1956

17. SPECIAL RESOLUTION AND CONFIRMATION BY CENTRAL GOVERNMENT REQUIRED FOR

ALTERATION OF MEMORANDUM

(1) 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, or with respect to the objects of the company so far as may be required to

enable it-

(a) to carry on its business more economically or more efficiently ; or

(b) to attain its main purpose by new or improved means ; or

(c) to enlarge or change the local area of its operations ; or

(d) to carry on some business which under existing circumstances may conveniently or advantageously be combined

with the business of the company ; or

(e) to restrict or abandon any of the objects specified in the memorandum; or

(f) to sell or dispose of the whole or any part of the undertaking, or of any of the undertakings, of the company ; or

(g) to amalgamate with any other company or body of persons.

(2) The alteration of the provisions of memorandum relating to the change of the place of its registered office from one

State to another shall not take effect unless it is confirmed by the Central Government on petition.

(3) Before confirming the alteration, the Central Government must be satisfied-

(a) that sufficient notice has been given to every holder of the debentures of the company, and to every other person

or class of persons whose interests will, in the opinion of the Central Government, be affected by the alteration ; and

(b) that, with respect to every creditor who, in the opinion of the Central Government, is entitled to object to the

alteration, and who signifies his objection in the manner directed by the Central Government, either his consent to the

alteration has been obtained or his debt or claim has been discharged or has been determined, or has been secured :

Provided that the Central Government may, in the case of any person or class of persons, for special reasons,

dispense with the notice required by clause (a).

(4) The Central Government shall cause notice of the petition for confirmation of the alteration to be served on the

Registrar who shall also be given a reasonable opportunity of appearing before the Central Government and state his

objections and suggestions, if any, with respect to the confirmation of the alteration.

(5) The Central Government may make an order confirming the alteration on such terms and conditions, if any, as it

thinks fit, and may make such order as to costs as it thinks proper.

(6) The Central Government shall, in exercising its powers under this section, have regard to the rights and interests

of the members of the company and of every class of them, as well as to the rights and interests of the creditors of the

company and of every class of them.

(7) The Central Government may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to

the satisfaction of the Central Government for the purchase of the interests of dissentient members; and may give

such directions and make such orders as it thinks fit for facilitating, or carrying into effect, any such arrangement:

Provided that no part of the capital of the company may be expended for any such purchase.

Please refer page 31 of the attached pdf file, it is soft copy of Bare Act

Attached File : 224087 802546 companies act 1956 13jun2011.pdf downloaded: 160 times

GURMUKH (CS) (81 Points)
Replied 13 August 2011

Dear Pearl

As per my understanding parsad is not talking about shifting registered office. However, I bring to your kind notice that even if registered office is to be shifted from one state to another there will be no need to file petition with Hon'ble CLB from 24.09.2011. As per circular dated 25.07.2011 this power has been delegated to respective ROC where the registered office is situated. Copy of circular is attached herewith.

Attached File : 523666 802553 circular 50 2011 25july2011 on section 17.pdf downloaded: 143 times

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vishnupriya (CA Final) (1418 Points)
Replied 13 August 2011

Thanks for correction Gurmukh Sir!

As Mr.Prasad asked for shifting administration office I tought it might be Head Office.

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prasad (manager) (171 Points)
Replied 13 August 2011

Dear Pearl, Mr.Gurumukh,

Thank you very much for your kind responses. I'm not interested to shift my registered office from current place.

Dear Mr.Gurumukh,

Pls. let me know what are the statutory documents that need to be maintained at registered office and administrative office respectively. Thanks in advance.

with rgds,

Prasad

vishnupriya (CA Final) (1418 Points)
Replied 13 August 2011

Every company incorporated under The Companies Act is required to keep at its registered office the following books and registers –

Register of investments in securities not held in company’s name. [Section 49(7)]
Register of deposits. [Section 58A and the Companies (Acceptance of Deposits) Rules, 1975 and the RBI Non Banking Financial Companies Directions]
Register of securities bought back. (Section 77A)
Register of charges. (Section 143)
Register and index of members. [Sections 150, 151 and the Companies (Issue of Share Capital with Differential Voting Rights) Rules, 2001]
Register and index of debenture holders. (Section 152)
Register and index of beneficial owners. (Section 152A)
Foreign register of members and debenture holders and their duplicates. [Section 157(1) and 158(4)]
Annual Return (Section 163)
Books containing minutes of general meeting and of Board and of committees of Directors. [Section 193(1)]
Register of Postal Ballot [Section 192A and the Companies (Passing of the resolutions by postal ballot) Rules, 2001]
Books of accounts. [Section 209(1)(a) to (c)]
Cost account records for Companies engaged in industries so specified by Central Government [Section 209(1)(d)]
Register of contracts with companies/firms in which directors are interested. [Section 301(5)]
Register of Directors/Managing Directors/Managers/Whole-time Directors/ Secretary. (Section 303)
Register of directors’ shareholdings. (Section 307)
Register of loans or investments made, guarantees given and security provided to other body corporate. (Section 372A)
Register of Renewed and Duplicate Share Certificates. [Rule 7 of the Companies (Issue of Share Certificate) Rules, 1960]
Register of records and documents destroyed [Section 163 and the Companies (Preservation and Disposal of Records) Rules, 1966]
Register of sweat equity shares [Section 79A and the Unlisted Companies (Issue of Sweat Equity Shares) Rules, 2003]
Dividend Register