Creation of new company

1. As per my knowledge HUF can not be a member of the company but the kartha of the HUF can become the member of the company.

Thank you sir

Dear Sir ,

               For new private limited company whether INC-21 Required to fill on mca-21 

Ronak,

Section 11 deals with Commencement of Business, under this section, earlier companies need to file Form INC-21, Later this section was omitted from the Companies Act, 2013, 

Hence Form INC-21 not required to be filed, Now Certificate of commencement of business is not required ever for public limited companies.

Dear sir ,

             for change REGISTER OFFICE of pvt. company from one state to another state please provide wholl procedure

Procedure for shifting of registered office from one state to another state

1. Send Board Meeting notice at least seven days before the date of Board Meeting for
   1. Shifting of Registered office form one state to another state.
   2. Approval of Notice for Calling of Extra ordinary General Meeting (EGM) for passing special resolution for shifting of registered office.
   3. Authorization to Director/ Company Secretary to sign the documents.
   4. Engagement of Company Secretary to represent the company before Regional Director.
2. Hold the Board Meeting and approve the :
   1. Resolution Shifting of Registered office from one state to another state.
   2. Notice for Calling of EGM for passing special resolution for shifting of registered office.
   3. Authorization to Director/ Company Secretary to sign the documents.
   4. Engagement of Company Secretary to represent the company before Regional Director.
3. Send Notice of the EGM to at least 21 days clear days before the members of the company. Simultaneously, send the copies of said notice to the Stock exchanges.
4. Hold EGM of the company and pass the special resolution for shifting of registered office from one state to another state and authorize Director/ Company Secretary to sign/ file/ deal with department.
5. File eform MGT-14 within 30 days with ROC for registering special resolution passed in the EGM.
6. Prepare the application for shifting of registered office to be filed to Regional Director. Submit the copy of the said application with Chief Secretary with the respective state.
7. File eform INC 23 and attached the following documents :
   1. a copy of the memorandum and articles of association;
   2. a copy of the notice convening the general meeting along with relevant Explanatory Statement;
   3. a copy of the special resolution sanctioning the alteration by the members of the company;
   4. a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;
   5. an affidavit verifying the application;
   6. the list of creditors and debenture holders and their respective amount. Bifurcation of Secured and unsecured creditors should be mentioned. List of Creditors be as per latest practicable date but shall not be one month later than the filling of application to Regional director.
   7. an affidavit verifying the list of creditors;
   8. Latest Audited Balancesheet alongwith Auditors report and annexures.
   9. Copy of board resolution /Power of Attorney/ Vakalatnama authorizing to represent the company before Regional Director.
8. Simultaneously, file the above said documents in original to the Regional Director office.
9. On filing of eform, Regional Director shall intimate the date of hearing.
10. The company shall at least fourteen days before the date of hearing:
    1. advertise the application in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district
    2. serve, by registered post with acknowledgement due, individual notice(s), to the effect set out in clause (a) on each debenture-holder and creditor of the company
11. Attend the hearing before the Regional Director.
12. After being satisfied, Regional Director may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.
13. File the Certified copy of Order in INC 28 with in 30 days of its receipt to ROC
14. File INC 22 with ROC.

Dear  mam/sir 

                     Can you provide me specific formate of resolutions ,notice, petitions ,application to regional director for change register office from one state to another state by pvt ltd company

SPECIMEN OF BOARD RESOLUTION FOR SHIFTING THE REGISTERED OFFICE FROM ONE STATE TO ANOTHER

“RESOLVED THAT

(a)  subject to the approval of members of the Company by a special resolution at a general meeting and confirmation of the Regional Director under section 12 of the Companies Act, 2013 and subject to such other approvals as may be necessary, the registered office of the Company be and is hereby shifted from its present location to the State/Union Territory of ……… … and Clause …………. … of the memorandum of the company be and is hereby altered accordingly;

(b)  a special resolution according approval to the proposed alterations by the members of the Company be and is hereby proposed at the ………….. … annual general meeting/extra-ordinary general meeting to be convened and held on …………….. … at ……………. … at the registered office of the company and the Company Secretary be and is hereby authorised to issue notice of the said meeting together with related explanatory statement, in accordance with the draft placed before this meeting, to the members of the company in accordance with the provisions of Companies Act, 1956 and the articles of association of the company;

(c)  M/s……………… . Advocate/Secretary in whole-time practice/practising Chartered Accountant/practising Cost Accountant be and is hereby authorised to appear and represent the Company before the Regional Director, in the matter of the petition to be filed for their confirmation to the proposed alteration of the of the memorandum as to the change of the place of the registered office from one State to another and are also authorised to make such statements, furnish such information and do such acts, deeds and things as may be necessary in relation to the said petition;

(d)  Mr. …………….. . director, Mr. ……………. ., director, and Mr. ……………. ., secretary, be and are hereby authorised jointly and severally to sign the said petition/application, affidavits and such other documents as may be necessary in relation to the said petition.

SPECIMEN OF SPECIAL RESOLUTION FOR ALTERING THE MEMORANDUM OF THE COMPANY SO AS TO CHANGE THE SITUATION OF ITS REGISTERED OFFICE (SHIFTING OF REGISTERED OFFICE) TO ANOTHER STATE

“RESOLVED THAT—

(i)  pursuant to Section 13 and other applicable provisions, if any, of the Companies Act, 2013 and subject to confirmation by the Regional Director, as prescribed in Sub-section (4) of the said section, the memorandum of association of the company be altered so as to change the place of the company’s registered office from its present situation at…………………………………….. ..in the State of Maharashtra to ………………….. …, a place in the State of Gujarat, by substituting the words “in the State of Maharashtra” for the words “in the State of Gujarat” in Clause II of the memorandum of association of the company.”

(ii)  Shri …………. ., the Company Secretary, be and is hereby authorised -

(i)  to sign and file, the petition under Sub-section (4) of Section 13 of the Act to the Regional Director for securing confirmation to the alteration to the memorandum of association of the company so as to change the place of the Registered office of the company from the State of Maharashtra to the State of Gujarat;

(ii)  to represent the company in all hearings concerning the petition of the company; and

(iii)  to appoint, on behalf of the company, Company Secretaries in whole-time practice, advocates, lawyers, counsels and other consultants, if and when required, to represent the company and plead on its behalf before the concerned Regional Director and or any other agency in all matters connected with the petition of the company.

Explanatory Statement

When the company was incorporated it was decided that the main manufacturing unit of the company would be located in the State of Maharashtra and in the memorandum of association it was stated that the registered office of the company would be situated in that State.

Subsequently it was found that the location of the main manufacturing unit in the State of Gujarat would be more advantageous to the company. At present, all the factories of the company are located in the State of Gujarat. For better management and control, the Head Office of the company has already been shifted to Ahmedabad.

No useful purpose would be served by continuing to keep the company’s registered office in the State of Maharashtra. Moreover, 90% of the members of the company have their registered addresses in the State of Gujarat. The directors, therefore, consider that the memorandum of association of the company should be altered so as to change the place of its registered office from its present situation at………………….. … in the State of Maharashtra to ……………………… …,a place situated in the State of Gujarat.

After the proposal is approved by the shareholders, a petition is required to be made, under Section 13(4) of the Companies Act, 2013, to the Regional Director for confirmation of the alteration to the memorandum of association of the company so as to shift the company’s registered office from the State of Maharashtra to the State of Gujarat. It is also proposed to authorize Mr. .. . Company Secretary of the company to sign and file the petition and appear before the Regional Director in connection with the petition. An enabling clause has also been provided authorizing the Company Secretary to appoint any other authorized representative, as he considers necessary in connection with the petition.

The Board recommends the resolution to the members for their consideration and approval.

None of the directors of the company is concerned or interested in the proposed resolution.

https://docs.google.com/viewer?a=v&pid=forums&srcid=MTc5MTQwNjAwMTkzNzM4MjIwODMBMDcxMTg5NDA4MjMwNDAwMzgyNTQBS2xoYlEtOXJDOEFKATAuMQEBdjI

download the sample of petition from here

Dear mam.,

               The sample of petition can not be downloaded from above link so provide other link for download sample.