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Change of registered office within a State (Corporate Law)

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This query is : Resolved



( Author )
09 September 2010

what is the provision and procedure for change in registered office of a company in the same state and in the jurisdiction of same Registrar of Companies.

please reply me as soon as possible

thanks in advance


CMA. CS. Sanjay Gupta

( Expert )
09 September 2010

Pass a Board Resolution and file form 18 (For Pvt Ltd Company).
If Public Limited company then you will have to pass special resolution and file form 23 and form 18.


Ankur Garg

( Expert )
09 September 2010

Sanjay ji there is no discrimination.

For shifting the regd. office within the same state a board resolution in enough for both public and private company.

Also file form 18 within 30 days of board meeting.

Regd


Ankur Garg

( Expert )
09 September 2010

One more thing if you are shifting from one city to another city within the same state then you have to file special resolution of shareholders in GM.

In that case file form 23 along with form 18.

However if shifting is within the same city in a state board resolution with form 18 is enough.

Thanks


CA. SANAT PYNE

( Expert )
09 September 2010

1.Shifting of the registered office from one place to another place in the same city/town/village.
It is a very simple procedure and can be implemented by the Board of directors of the company. An intimation of the change shall be given to the Registrar electronically in e-Form 18 within 30 days of the date of such change.
It has been clarified by the Department of Company Affairs vide Circular No. 19, dated 26-6-1972 that where as a result of rapid urbanisation the local limits expand, the term "local limits" referred to above should be taken to mean both the "local limits" and the "postal limits" and where the two do not coincide the wider of the two. Furthermore, Hyderabad and Secunderabad shall be considered as the same place.
2. Shifting of the registered office to a place outside the local limits of the existing place, but within the same State under the jurisdiction of the same Registrar.
In case if the Board of directors of a company 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. 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 also 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. (Appendix 3) A listed company shall get the approval of shareholders by postal ballot;
(iii) file certified copy of the special resolution alongwith the explanatory statement with the Registrar of Companies electronically in the e-Form 23 u/s 192 alongwith the filing fees as per requirement of Schedule X to the Act within 30 days from the date of the meeting;
(iv) file e-Form 18 within 30 days of the date of changing the registered office, electronically with the Registrar along with the fees as per the requirement of Schedule X to the Act;
(v) send three copies of the notice sent to members for a general meeting to the stock exchanges where the shares of the company are listed;
(v) 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


CA. SANAT PYNE

( Expert )
09 September 2010

Specimen of Board resolution for shifting of registered office from one place to another within the same city.


RESOLVED THAT pursuant to the provisions of section 146 of the Companies Act, 1956 and any other provisions applicable, if any, the Registered office of the Company be and is hereby shifted from 15, Prem Nagar, Indore (M.P.) to 408, Silver Ark Plaza, 20A, New Palasia, Indore (M.P.).
FURTHER RESOLVED THAT Shri Ishan Jain, the Director of the Company be and is hereby authorised to file e-Form 18 with the Registrar of Companies and to take suitable action for the implementation of the above said decision of the Board.


CA. SANAT PYNE

( Expert )
09 September 2010

Specimen of members' special resolution for shifting of Registered Office from one place to another place outside the limit of the city

RESOLVED THAT pursuant to the provisions of section 146 of the Companies Act, 1956 and any other provisions applicable, if any, the Registered office of the Company be and is hereby shifted from Indore (M.P.) to Bhopal (M.P.).


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