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avatar kumar (Querist)

03 June 2013 NEW COMPANY REGISTERED ADDRESS IN GORAKHPUR
I WANT CREATE A NEW BRANCH IN DELHI
WHAT PROCEDURE IN ROC TO MADE A NEW BRANCH

Ajay Mishra

Ajay Mishra (Expert)

16 June 2013 Hi

You will comply the provision of shifting of ROC from one state to another state (i.e. from Uttar Pradesh to Delhi).

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Ajay Mishra

Ajay Mishra (Expert)

16 June 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 Company Law Board [Powers transferred to the Central Government vide the Companies (Second Amendment) Act, 2002] 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 Company Law Board/Central Government;

(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 Company Law Board/Central Government and take all actions in the matter including appointing advocate to assist the company.

avatar kumar

avatar kumar (Querist)

19 June 2013 not change registered office address
but a branch create in other state then what procedure required

Ajay Mishra

Ajay Mishra (Expert)

19 June 2013 only pass a Board Resolution for creating branch office in other state.

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