prasad (manager) (171 Points)
13 August 2011Dear 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
vishnupriya
(CA Final)
(1418 Points)
Replied 13 August 2011
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
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.
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.
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 –
you can also verify this at:
https://wirc-icai.org/WIRC_REFERENCER/Company%20Law/Statutory%20Registers.htm
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