Change of address of company from one state to another

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Querist : Anonymous

Querist : Anonymous (Querist)

31 August 2013 sir, i am ca

My Client have changed his old chartered accountant due to some personal reasons and he want to change the registered office of the newly established private limited company in delhi to Uttarpradesh, because he is now doing manufacturing bussiness in noida.///

i want to know that should i change last page of moa and aoa of shareholding and subscription for old Chartered accountants page and replace my details over it for the process of change of address of company from one state to another

Ajay Mishra

Ajay Mishra (Expert)
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31 August 2013 Hi

I think you have not read corporate law during your study.

No need to do any thing as you have said.

Every business entity has a principal place of business activities, which in case of partnership or other business form, is called its head office and in case of a company it is called its registered office. The address of the situation of the registered office is very important during the life of a company. The registered office indicates the office of the Registrar which keeps the records of the company and enables the law-enforcing authorities and the general public to approach the company at its registered office whenever the authorities or a member of public, anywhere in the world, find the need to contact the company or serve legal notices. A company is governed in accordance with the provisions of the Companies Act, 1956 therefore, it is mandatory for a company to keep the Registrar of Companies informed of the location of the registered office and changes thereto from time to time. The jurisdiction of the court shall also be determined according to the situation of the registered office of the company. Provisions relating to the registered office shall apply to all types of companies.

Ajay Mishra

Ajay Mishra (Expert)
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31 August 2013
The State in which the registered office shall be situated has to be decided by the promoters at the inception of idea for incorporation of a company, since the application for availability of name is required to be submitted to the Registrar of Companies, in whose jurisdiction, the registered office shall be situated.
Section 146 of the Companies Act, 1956 provides that a company shall have its registered office in the State stated in the Memorandum from the day it begins to carry on business or by the 30th day after the date of its incorporation. The intimation shall be given to the Registrar in e-Form 18 alongwith the fees prescribed as per Schedule X to the Companies Act. In e-Form 18 the effective date of shifting/ establishment of the registered office, complete postal address, email address, alongwith name and address of the nearest police station with district and tehsil shall also be indicated properly.
As a general rule of prudence, a company whose shares are held by a large number of persons who are not tied by bonds of kinship, etc., should be located as far as possible in the premises not ordinarily occupied by managing directors or manager.

Ajay Mishra

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31 August 2013
Requirement of submission of intimation for situation of registered office to the registrar:

The intimation in e-Form 18 may be filed with the Registrar electronically within 30 days from the date of incorporation of a company. However, in practice the address of the registered office is being submitted along with other documents filed with the Registrar for incorporation of a company. In such case the 'Name availability reference number should be filed up and the address of the registered office cannot
be given as the company is not registered as such.

Ajay Mishra

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31 August 2013
Requirements of having a registered office of a company:

The Registered Office of a company is an identical address for reorganization of its functions. It has the following purposes to serve:—
(i) for service of documents on a company or an officer thereof either personally or by a certificate of posting or by a registered post; [Section 51]
(ii) determination of jurisdiction of Court on a company;
(iii) determination of domicile of a company for all practical purposes;
(iv) determination of applicability of duty as per relevant Stamps Act for stamping on Memorandum of Association, Articles of Association, Share certificates and Debenture certificates, etc.;
(v) area limit for holding Annual General Meeting; [Section 166]
(vi) inspection of different registers and records as provided under the Companies Act;
(vii) place for deposit of proxies and other documents.

Ajay Mishra

Ajay Mishra (Expert)
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31 August 2013 The above facts I am sharing you is to basic understanding of Situation of registered office.

Ajay Mishra

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31 August 2013
Shifting of the registered office to another State:

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 so far as may be required to enable it as provided in section 17 of the Companies Act, 1956 as given hereunder:—
(a) to carry on its business more economically or more efficiently;
(b) to attain its main purpose by new or improved means;
(c) to enlarge or change the local area of its operations;
(d) to carry on some businesses which under the existing circumstances may conveniently or advantageously be combined with the business of the company;
(e) to restrict or abandon any of the objects specified in the Memorandum;
(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.

For change in the situation of the registered office from one State to another shall require the confirmation of the ROC as it shall consider the alteration in the situation of the registered office clause in the Memorandum of Association of the company as per provisions of section 17 of the Companies Act, 1956. A meeting of the Board of directors will be called and held to accord approval to the following action:—

(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 members by special resolution and the Board will approve the notice of the 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 subject to confirmation by the ROC;

(iii) file certified copy of the special resolution alongwith the explanatory statement with the Registrar of Companies in e-Form 23 under section 192 alongwith filing fees as per requirement of Schedule X to the Act within 30 days from the date of the meeting;
(iv) authorise severally a Director or the Company Secretary to take steps to move a petition to the ROC and take all actions in the matter including appointing advocate to assist the company.

Querist : Anonymous

Querist : Anonymous (Querist)

01 September 2013 sir,

i have read corporate law very care fully
during my studies
i know each and every think about company registration to winding up,
but my question was about to change the name of old ca in the last page of MOA and AOA and putting my name and m.no. in his replacement while filing Form 61, 21, 23, and form 18

and The Company itself want to change its registered office from delhi to UP

Ajay Mishra

Ajay Mishra (Expert)
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02 September 2013 Hi

As you should now, that subscriber page will never change during life time of the company.

You can change all clause of MOA & AOA but you can not change subscriber sheet, because this page is an original document which is hand written by promoters and witness person.

Querist : Anonymous

Querist : Anonymous (Querist)

03 September 2013 YES, THIS IS WHAT I WANT TO KNOW

THANKYOU FOR YOUR CONCERN

Ajay Mishra

Ajay Mishra (Expert)
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03 September 2013 My Pleasure......

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