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change of regd. off. address

DIPAK AGARWAL (Service) (554 Points)

07 May 2008

As i know For change of address of registed office of a Pvt. Ltd. Co. we required to file the form-18 long with copy of board resolution to ROC.

But in our case the ROC not approving the Form-18, because they tell that it must required the form -23 to be filed of special resolution of share holders permission. before you file the form -18 as becuase in your case the co. address in changed from one district to another district of the same state.

Pl. let us know is it the correct process?

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6 Replies

Ranganath AAGJ (CA Final Student) (147 Points)
Replied 08 May 2008

since it is changing from one district to another district special resolution is required.

Manish Soni (CA , CS) (828 Points)
Replied 08 May 2008

(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

(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 orderconfirming the alteration on such terms and conditions, if any, as it thinks fit, and 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.]

(Guest)

If the change of address of registered office is from one place to another place in the same city or town than only form 18 is required to submit with ROC.

If change of registered office from one jurisdiction to another in the same state than consent of member by special resolution is to be obtained and approval of regional director is also required. In this case form 23, RD approval and form 18 are reuiqred to be filed with ROC

In case there is only one ROC in a state and the registered office is shifted from one district to another in the same state than form 23 and form 18 are requried to be filed with ROC.

I hope your query is answered.

(Guest)

If the change of address of registered office is from one place to another place in the same city or town than only form 18 is required to submit with ROC.

In case there is only one ROC in a state and the registered office is shifted from one district to another in the same state than form 23 and form 18 are requried to be filed with ROC.

I hope your query is answered.

(Guest)

If the change of address of registered office is from one place to another place in the same city or town than only form 18 is required to submit with ROC.

In case there is only one ROC in a state and the registered office is shifted from one district to another in the same state than form 23 and form 18 are requried to be filed with ROC.

I hope your query is answered.

DEEPIKA TYAGI (Director HR) (252 Points)
Replied 27 May 2008

Dear Mr. Deepak
We are in process of Adress change of one of our Client from Utter Pradesh to Bangalore,We already uploaded form 18 but the status is Waiting For User Clarification (F-21 IS PENDING) . According to form 21 court or company law board should pass one order .

I want to know about the procedure of this order .

Thanks & Regards

For PRIME CFO Management Pvt Ltd

Deepika Tyagi