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Shifting of registered office from one roc to another roc. (Corporate Law)

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This query is : Resolved

Author : Anonymous

( Author )
27 September 2012

Dear All,
My company want's to shift its registered office from Pune Roc to Mumbai ROC.

So please can anyone tell me the procedure of shifting of reg. office from one ROC to another ROC.
and also tell me that whether in this procedure notice in newspaper should be given and if yes in which city?- ie PUNE or the city where the company want to shift the reg. office.

Thanks & Regards.
Shruti


Charu Srivastava

( Expert )
28 September 2012

Newspaper Notice is published at the place of the registered office of the Company.In your case it will be published in PUNE.


Author : Anonymous

( Author )
28 September 2012

Thanks Charu
Can you also tell me in the procedure of this Shifting of this ROC at which stage should i give notice in newspaper ie within how many days of filling form 23 and also can you pleasew provide me the format of Notice to be given in newspaper.

Thanks & Reg,
Shruti


Author : Anonymous

( Author )
28 September 2012

Thanks Charu
Can you also tell me in the procedure of this Shifting of this ROC at which stage should i give notice in newspaper ie within how many days of filling form 23 and also can you pleasew provide me the format of Notice to be given in newspaper.

Thanks & Reg,
Shruti


Charu Srivastava

( Expert )
29 September 2012

1. Hold a Board Meeting to decide about the change and to fix up the date, time, place and agenda for a General Meeting to pass a Special Resolution for altering the Memorandum of
Association in this regard subject to confirmation of the Company Law Board. [Section 17(1)].

2. Issue notice for the General Meeting by giving not less that twenty-one days notice in writing proposing the Special Resolution with suitable Explanatory Statement. [Section 171(1) read with section 173(2)].

3. Hold the General Meeting and pass the Special Resolution by three-fourths majority [Section 189(2)] subject to the confirmation of the Company Law Board.

4. File the Special Resolution with Explanatory Statement with the concerned Registrar of Companies within thirty days in Form No. 23 [Section 192(4)(a)],

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 once in English in a daily newspaper, in the English language and circulating in that district. [Regulation 36(1)(i) of the Company Law Board Regulations, 1991].

6. See that the aforesaid notice to be published clearly indicates the substance of the petition and state therein that any person whose interest is likely to be affected may intimate to the Bench Officer within twenty-one days of the date of the publication of the notice, the nature of interest and grounds of opposition.

7. Serve by certificate of posting individual notice on each debenture holder and creditor of the company, unless otherwise required by the Bench to be Registered Post.

8. Serve a notice together with a copy of the petition with all the annexures of the Chief Secretary to the Government of the State in which the registered office of the company is situate or to the Administrator of Lt. Governor of the Union Territory where the registered office is situated in a Union Territory. [Regulation 36(2) of the Company Law Board Regulations, 1991].

9. Prepare a List of Creditors as on a certain date which should be serially numbered and in alphabetical order giving therein the amount and nature of credit. [Regulation 36(6) of the Company Law Board Regulations, 1991].

10. Make a petition to the concerned Regional Bench of the Company Law Board in Form No. 1 given in Annexure II for confirming the change [Section 17(2)] which must be verified by an affidavit as prescribed by Regulation 14(1) and (5) of the Company Law Board Regulations, 1991. [Regulations 14(1) & (5)], and affix court fee stamps of the requisite value on the petition.

11. See that the following papers are attached to the petition:—

(i) Certified true copy of the Memorandum and Articles of Association;

(ii) Certified true copy of the notice calling for the meeting along with Explanatory Statement and certified true copy of the Special Resolution sanctioning the alteration;

(iii) Certified true copy of the minutes of the meeting at which the Special Resolution sanctioning the alteration;

(iv) Demand draft drawn in favour of “Pay and Accounts Officer, Department of Company Affairs, New Delhi”, or “Mumbai” or “Calcutta” or “Chennai” as the case may be, showing payment of a fee of Rs. 1000/-.

(v) An affidavit verifying the petition on non-judicial stamp paper of requisite value. After obtaining the signature of the Deponent such affidavit should be either sworn in before any Oath Commissioner of Notarized by the Notary Public with notorial stamps affixed on it.

(vi) An affidavit on non-judicial stamp paper of requisite value giving proof of the publication and service of notices with certified true copies of the newspaper cuttings. After, obtaining the signature of the Deponent such affidavit should be either sworn in before any Oath Commissioner or notarized by the Notary Public with notorial stamps affixed on it.

(vii) A list of creditors which shall be made up to the latest practicable date not preceding the date of filing of the petition by more than two months signed by two directors, and the secretary if any. One of the two directors should be the managing director if there is any.

(viii) An affidavit on non-judicial stamp paper of requisite value verifying list of creditors as per Regulation 36(7) of the Company Law Board Regulations, 1991 by two directors and the Secretary, if any.

(ix) One of the two directors should be a managing director if there is any.

(x) Memorandum of appearance in Form No. 5 with copy of the Board Resolution or the executed Vakalatnama, as the case may be, after affixing court fee stamps of requisite value.

(xi) Certified true copy of the latest audited balance-sheet with the profit and loss Account of the company with auditors’ report and directors’ report

(xii) Original Postal receipt evidencing service of the special notice along with a copy of the special resolution on the Chief Secretary of the Government of State, or to Administrator or Lt. Governor of the UnionTerritory in which the registered office of the company is situated, by registered post with acknowledgement due, mentioned in item 8.

(xiii) Original acknowledgement of the concerned Registrar of Companies evidencing service of a complete set of petition on the said Registrar of Companies, mentioned in item 12.

(xiv) Original postal receipts evidencing service of the special notice along with a copy of the special resolution on all the creditors of the company as on a particular date, by certificate of posting. [Regulation 18 read with Annexure III of the Company Law Board Regulations, 1991].

12. See that a copy of the petition is also served on the concerned Registrar of Companies along with copies of all the enclosures, as mentioned above. [Regulation 14(3) of the Company Law Board Regulations, 1991].

13. File the petition alongwith all the enclosures after the expiry of one month from the date of publication of newspaper notice and dispatch of notice to creditors and debentureholders and within two months of the date of preparation of the List of Creditors. [Regulation 18 read with Regulation 36(1) and (6) of the Company Law Board Regulations, 1991 read with Annexure iii].

14. If the petition is in order in all respects then the Bench Officer will issue a notice of hearing and the petition will be heard by a Single Member of the concerned Regional Bench and if found valid the Special Resolution will be ordered to be confirmed.

15. On receipt of the Company Law Board’s order give notice of the receipt of the order to the concerned Registrar of Companies in Form No. 21 and file a certified copy of the same together with a printed copy of the Memorandum of Association, as altered, within three months from the date of the order with the Registrars of Companies of each for the States after paying the requisite fee as prescribed under Schedule X to the Companies Act, 1956, either in cash, demand draft or treasury Challan. [Rule 22].

16. The time taken in supplying a certified copy of the order by the Company Law Board shall be excluded in computing the period of three months. [Section 640A read with Regulation 29(4) of the Company Law Board Regulations, 1991].

17. The Registrars of Companies of both the States will register the same and certify under their respective hands the registration thereof within one month. [Section 18(1) and (3)].

18. The Company Law Board may, however, extend any of the periods, mentioned in items 16 and 18 above. [Section 18(4)]. The alteration will be effective only on such registration. [Section 19(1)]. For late filing, the consequences as stated in Section 19(2) will follow.

19. The Company Law Board may, on sufficient cause being shown, revive the order not registered with the Registrar of Companies within due time on application made to it within a further period of one month. [Section 19(2), Proviso].

20. File the notice of change with the Registrar of Companies of the new State in Form No. 18 within thirty days from the date when the change becomes effective [section 146(2)], after paying the requisite fee as prescribed under Schedule X to the Companies Act, 1956, either in cash, demand draft or treasury Challan. [Rule 22].

21. Make necessary changes in every copy of Memorandum of Association, letter heads, vouchers, registers, office papers, records, books, documents, sign-boards, common seal etc.




Author : Anonymous

( Author )
29 September 2012

Thanks,
But
I want to shift Companies registered office from one ROC to another within the same state. and for that i think only RD approval is required and not CLB so please guide me accordingly.
If i an wrong please rectify.

Thanks & Regards,
Shruti


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