compliance by listed co for changing RO to another state

You shall comply with Sec 146 read with sec sec 17 for changing RO from one state to another state.

Hi Ranjita,

Please find below the procedure for 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.

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.

(i)                              Obtain 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.

Best Regards

SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER

A.  BRIEF PROCEDURE

1. Board Meeting for calling EGM
2. EGM to pass the Special Resolution for shifting of Registered Office
3. Publication of notice in the two newspapers (one in English and one in Local language)
4. Filing Form 23 (within 30 days from the date of the EGM)
5. Send notice to the creditors by UCP
6. File the full set of the Petition with ROC and Chief Secretary of the State
7. Filing petition with CLB
8. After hearing obtain copy of Order
9. File Form 21 and Form 18 with the ROC.
10. Submit physically original CLB order with both the ROC along with copy of Form 21 and 18
11. File with ROC the altered MOA of the Company in Form 62
12. Intimation to stock exchange is also required with regard to the EGM and others as are usually required. 

There are some Corrections in the procedure submitted by Ritu Bajaj, which are as follows,

-          Form 18 is required to be filed with ROC, Once Form 23 gets approved, and not later on.

-          While filling the Petition with CLB, Form 62 is required to be filed and not at the end.

-          Moreover, Altered Copy of MOA is not required to be file in Form 62, because, for alteration Form 23 is already filed with ROC.

Apart from this, her procedure is perfect.

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Ankur Shah (Practicing Company Secretary)

Ahmedabad, Gujarat - 15

Mobile: +91-90330 03922, 94276 33901

E-Mail: ankur @ csankur.com

Website: www.csankur.com

Blog: www.csankur.blogspot.com