02 June 2010
Change of Registered office outside city but within state & having same ROC requires ordinary resolution or special resolution in case of private company? Whether form 23 to be filed along with form 18?
03 June 2010
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.
16. Arrange to adopt new common seal of the company.
In your case special resolution is required to be passed. You have to file form 23 and form 18 within 30 days of passing special resolution i General Meeting.
06 June 2010
Well Mr. Taranjit has given the procedure when the office is to be shifted from one state to another. In this case, SR will suffice. Form 23 and 18 to be filed.
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