Change of registered office after filed form 1a wirh roc

This query is : Resolved 

Querist : Anonymous (Querist) 22 July 2012

Hello All Experts,

I would like to humbly request to all of you.

Please suggest me how can i change registered office after filed form 1A with ROC.

Actually i have filed form 1A for the name available for newly incorporation purpose and status is presently work in progress. My client want to registered office at Rajasthan but we have filed in form 1A Maharashtra. Now how we can change Maharashtra to Rajasthan in form 1A before approve by ROC.Bcoz after approval,form 1A valid for 60 days and we cant wait for lapse 60days.
Its very crucial problem plz help me.

Mukesh Saraswat

CS Divya Sorayan (Expert)
23 July 2012

Now u can only wait for ROC to approve it or disapprove it if u r lucky.
But nothng to worry, after registration u can change ur Registered Office from One state to another by following the below steps:

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 along
with 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.

Querist : Anonymous (Querist) 23 July 2012

Hiii Divya,

Thanks for suggest me, but my client cant want to follow this all procedure bcoz its applicable on existing co. but said co. is proposed company. its not in existence, so why client bear the extra cost for change of register office after incorporation thats why we want to stop approval of form 1A or change of Registered office in form 1A.


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