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Confirmation of company law board

CA Mukul Mittal (CA in practice) (384 Points)

28 April 2012

can anyone please tell me whether the confirmation of company law board is necessary for change in registered office and if yes, how it will be granted? please tell me if a company has its registered office at Delhi and it wants to change the office to UP, how it will be done and what is the estimated fees to be paid for this change????

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CA Mukta Aggarwal (delhi) (102 Points)
Replied 28 April 2012

follow the following steps for changing the registered office from one state to another:-

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.