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Roc change

Swarup (CPA) (75 Points)

29 November 2013

Dear All,

A pvt. ltd. kolkata company have newly register at Jharkhand ROC due to not availablity of names in west bengal roc, Now If they want to shift the roc from Jharkhand to West bengal, So what would be the process.

Can any one please guide me on the above matter.

Waiting for your help.

Best Regards,

Swarup

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5 Replies

Anil Dhiman (Company Secretary) (114 Points)
Replied 30 November 2013

Dear Saha,

Please find below the procedure for your perusal:-

The steps involved in changing the registered office from one state to another state

1. Call for a board meeting to decide on the change in the domicile clause.

2. In the board meeting fix up the date, time, place of the general meeting and approve the notices for this purpose, send the notices, hold the meeting and pass special resolutions.

3. After taking the approval of the members, file a certified copy of the special resolution along with the explanatory statement in Form 23 with ROC.

4. Publish a general notice in at least one regional language newspaper and one English language newspaper circulated in the area in which registered office of the company is situated clearly stating the substance of the petition.

5. Send individual notices to all creditors/debentureholders of the company.

6. After a gap of one month from the date of sending notices as above, file petition with the Company Law Board (CLB) pursuant to the CLB Regulations ,1991. The petition has to be filed with the Regional Bench of the CLB at which the existing registered office is situated.

7. Serve a copy of the petition on the ROC.

8. Serve a copy of the notice along with a petition to the Chief Secretary to the Government of the State where the registered office of the company is situated or to the Administrator/Lt. Governor of the Union Territory where the registered office is situated in the Union Territory.

9. A hearing may take place at the CLB office at which creditors, if any, and the representatives of the company are heard before making any order.

10. After receiving the CLB order for shifting the registered office, the company is required to file certified copy of the order with the ROC alongwith Form No. 21 within 3 months of receipt of certified copy alongwith the printed copy of the memorandum of association .

11. A certified copy of the order from the ROC within one month of the date of filing must be obtained.

12. The certified copy of the order should be filed with the ROC of the new state within one month of the date of the filing along with the certified copy of the memorandum of association.

13. The ROC of the new state i.e. at which registered office will be shifted will issue a fresh certificate of incorporation which will be conclusive evidence of the shift of registered office.

14. File Form No. 18 with the new ROC for the situation of the registered office

15. Necessary changes are required to be made in the letter heads ,books, records etc. of the company.

16. Arrange to adopt new common seal of the company.

With best wishes

CS Anil Dhiman

Swarup (CPA) (75 Points)
Replied 30 November 2013

Dear Anil,

Thank you for your guideline,
Let me clear you more, this company is just compleated the registeration process 2 months back and have not started any transaction/operation. So that case same procedure would be followed? So how many time is required?

If you could let me know how much professional fees and incedental fees required for the above situation I will be highly oblized.

Thank you,

Anil Dhiman (Company Secretary) (114 Points)
Replied 30 November 2013

Dear Saha,

There is no escape from evading the implementation of the procedure as entailed in my earlier reply. ROC will not excuse you from not abiding by the procedure to be followed as per requisite provisions of the Company Law.

The above procedure inavriably takes around 2-3 months. Professional charges varies from place to place. I would suggest you to please look out and ask for quotyations from professionals in your area. I feel anything around Rs 20k to Rs 25K would be charged by a professional.

With thanks and regards

CS Anil Dhiman

Swarup (CPA) (75 Points)
Replied 30 November 2013

Dear Anil,

Thank you much for your assistance.
one point I have not got from you that is there any incidental money is taken by any authority of ROC, if so then give me an approx idea.

Thank you

Anil Dhiman (Company Secretary) (114 Points)
Replied 30 November 2013

Well Mr. Saha.

Every ROC has a different take on this. You will have to check with your concerned ROC for this. I can only give you an idea about Delhi, Chandigarh and H.P.