Change of Registered Office

To know the process of change of registered office from one state to another, you can click on the below given link:

/forum/re-change-of-address-of-registered-office-10011.asp

I don't feel there is a specific time limit  to again apply for change of registered office if it has been changed before recently. But ROC should have approved the earlier Form 18 filed for change of the address, then only you can apply for change of registered office again.

Experts, please give your view on the given matter.

Hi,

PFB - steps involved in changing the registered office from one state to another state.

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

Regards

Jaideep Pandya

Procedure for Change of Registered Office from one State to Another State

1. Hold a Board Meeting to consider the proposal and approve the notice of General Meeting and authorise the CS or Director to move a petition to CLB.

2. Issue the notice of General Meeting.

3. Hold General Meeting and pass the Special Resolution which is subject to the approval of CLB.

4. File form 23 within 30 days of Special Resolution.

5. In case of listed companies:-
   1. Forward three copies of notice to the SE where the shares of the Company are listed.
   2. Forward to the SE the proceedings (minutes) of the BM and GM.

6. Prepare a list of Creditors and Debenture holders and intimate them accordingly. The list is required to be filled with the petition and should be duly verified by an affidavit.

7. Atleast one month before filing the petition under Section 17, the company is required to publish a general notice in a newspaper one in regional language and one in English in daily newspaper circulating in the State.

8. The notice shall state that any person whose interest is likely to be affected due to change may intimate to the Bench of CLB within 21 days of the notice.

9. The notice is also required to be send to each Creditor and Debentureholder of the Company under Certificate of Posting

10. A copy of notice along with the copy of petition is also required to be sent to the Chief Secretary of the State or Union Territory concerned and the view of the concerned Government authorities will be taken in to account be the CLB.

11. File a petition in form no. 1 under Section 17 of the Companies Act, 1956. It should be duly verified by an affidavit

12. A copy of petition is also required to be sent to the ROC. In case of Section 25 Companies a copy is also required to be sent to Regional Director.

13. Following documents are required to be attached with the petition:-

1. Certified copy of the amended MOA and AOA.
2. Copy of the notice calling the General Meeting with explanatory statement.
3. Copy of Special Resolution.
4. Minutes of the General Meeting.
5. Affidavit verifying the petition.
6. Bank Draft\Challan evidencing payment of Fee.
7. Memorandum of appearance along with the copy of Board Resolution or duly executed Vakalatnama.
8. Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report.
9. Affidavit proving the dispatch and service of notice together with newspaper cutting.
10. Certified copy of List of Creditors along with the affidavit verifying the list of Creditors.
11. Acknowledgement of the receipt of petition by the ROC.

14. After hearing the parties the CLB shall take a final decision.
     
15. The Company shall within 3  months from receiving the order file the Certified copy of the orders to the ROC in form no. 21 alongwith the prescribed filing fees.

16. The Registrar shall within one month of filing the order register the same and shall issue a certificate indicating new CIN to that effect and thereafter the Company shall be required to file all the documents with the ROC in whose jurisdiction, the registered office of the company has been situated.

17. Make alteration in the MOA with respect to the state in every copy of Memorandum.

18. Notify the change of registered office in newspaper.

19. Each stationery, banner, signboard, bills, invoice etc. should show the new address and necessary advice should be sent to shareholders, debenture holders, and other concerned parties.

20. File form 18 within 30 days of change.

Notice in paper

…………………Ltd

Registered Office……….

Notice is hereby given that the Company is Changing its Registered Office, subject to the approval of shareholders and CLB, from the State of ……..to the State of ……… any person whose rights or interests are likely to be affected due to such change may intimate to the Bench within 21 days of this notice.

Date:-

Place:-                                                                                      For…………… ……….Ltd

                                                                                                            Company Secretary

Specimen Petition under Section 17(2) of the Companies Act, 1956

FOR CHANGE IN THE REGISTERED OFFICE

FROM THE STATE OF ……TO THE STATE OF …………..

ORIGINAL PETITION NO…….OF 2008

BEFORE THE COMPANY LAW BOARD WESTERN REGION BENCH, MUMBAI

IN THE MATTER OF THE COMPANIES ACT, 1956 SECTION 17(2)

AND

IN THE MATTER OF …………..LTD

(a company registered under the Companies Act, 1956 and having its registered office at ……………….………………..)

                                                                                                                        (Petitioner)

DETAILS OF THE PETITION

1. Particulars of the Company

a.       The petitioner Company is a company incorporated under the Companies Act, 1956.

b.      The Registered Office of the Company is presently situated at …………… …….……… ………….. In the state of ……………………

c.       Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rupees Ten Crore) divided in to 1,00,00,000 shares of Rs. 10/- each. The issued, subscribed called and paid up capital of the Company is Rs. 5,00,00,000 (Rupees Five Crore Only) divided into 50,00,000 shares of Rs. 10/- each.

d.      The Main object for which the Company was incorporated are set out in clauses 1,2 and 3 of the Clause III(A) of the MOA which is annexed hereto and marked as Annexure- 4

e.       The petitioner company states that the subject matter of the petition is within the jurisdiction of the Company Law Board, ……… Bench.

2. The petition is for shifting of the Registered Office of the Company from the State of ……….to the State of …….. and under Section 17 of the Companies Act, 1956.

3. Facts of the Case …………………….

4. The Company has passed Special Resolution under Section 17 of the companies Act, 1956 at the General Meeting of the Company held on …….. after due notice thereof as provided under the Companies Act, 1956 and has filed form 23 to that effect to the ROC the said resolution is reproduced herein below:

“RESOLVED THAT pursuant to the provisions of Section 17 read with section 146(2) and other applicable provisions, if any, of the Act and subject to the approval of the CLB the consent of the members of the Company be accorded to shift the registered office of the Company from the state of ………….. to the state of …………..”

“FURTHER RESOVED THAT the clause II of the Memorandum of Association of the Company be and is hereby substituted by the following

II- The Registered Office of the company is situated in the State of ………”

“FURTHER RESOLVED THAT Shri ……….. Company Secretary and Shri ……….., Director of the company be and are hereby authorised to do all such acts, deeds and things as may be necessary to give effect the above resolution.”

5. The petitioner declares that it has not previously filed any application, writ petition or suit regarding the matter in respect of which this petition is being made before any Court of law or any other authority or any other Bench or Board and no such application, writ petition or suit is pending before any of them.

6. In view of the facts mentioned in paragraph 3 (Three) above, the petitioner prays for the following relief(s):

1. That the alteration of the Memorandum of Association of the petitioner company, as set out in the Special Resolution passed in the General Meeting of the company passed on ……. So as to change the registered office of the company form the state of ………..to the state of ……….
2. Such other orders s may the Hon’ble Bench may deem fit and proper.

7. List of enclosures

For ………….Ltd.

Director

Date:

Place:

Specimen of Affidavit for verifying petition

ORIGINAL PETITION NO…….OF 2008

BEFORE THE COMPANY LAW BOARD WESTERN REGION BENCH, MUMBAI

IN THE MATTER OF THE COMPANIES ACT, 1956 SECTION 17(2)

AND

IN THE MATTER OF …………..LTD

(a company registered under the Companies Act, 1956 and having its registered office at ………………..)

                                                                                                                        (Petitioner)

AFFIDAVIT VERIFYING THE PETITION

I,…………………………………………….. S/o Shri ……………………………… aged about………..years presently residing at ……………………………………. Do hereby solemnly affirm and state as follows:

1. I am a director of the ………………. Ltd (petitioner company) and I am duly authorised to make the affidavit to its behalf.
2. The statement made in the paragraphs 1 and 2  are true to my knowledge, and the statements made in paragraphs 3,4 and 5 are based on the information received by me from the records of the company and I believe same to be true.

I do affirm that this declaration is true, that it conceals nothing and that no part of its is false. Solemnly affirmed on …^th day of ……..., 2008.

Date:

Place:                                                                                       For …………………..Ltd.

Director

Thanks Ankur sir for such useful formats........

Hello,

        We need to shift our registered office from chandigarh to Mohali, do we need to follow all these steps.

Thanks!!

Both Chandigarh and Mohali comes under the jurisdiction of the ROC at Chandigarh, isn't it?

Since the registered office is being shifted to a place outside the "local limits" of the existing place within the same State, it shall require the prior approval of the members by passing special resolution in a general meeting of the company. Refer proviso to Sub-section (2) of section 146.

Follow the necessary steps i.e. held a Board meeting to call the EGM. At the EGM get the special resolution passed. Then file the resolution thus passed with ROC in Form 23. Then you can file the Form 18.

if we want to change the reg. office from delhi to haryana but the ROC is same , then also petition is req. to be filed?........

Pls rep.

Yes. Change of registered office from one state to another involves alteration in Meorandum of Association. As such petition with CLb is required to be filed U/s 17(2).