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Procedure on sifting Registered office

Bimal Thacker (Proprietor) (762 Points)

17 June 2010

My client is a private limited co. having registered office at Maharashtra, and branches at Gujarat and Tamilnadu. They have taken service tax registration no. from Maharashtra; however no new number at branches has taken. Now they have sifted registered office from Maharashtra to Gujarat. Expert opinion required for followings:

1) What procedure to be done on sifting registered office from Maharashtra to Gujarat? Whether new centralized number at Gujarat to apply or change of address from Maharashtra to Gujarat should be intimated and old number to continue? If old number is to continue whom to intimate and how?

2) Sifting will be in June then return where to file and for what period.

Thanks in advance

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4 Replies

P.Bashista (Advocate) (367 Points)
Replied 17 June 2010

Any change in place of business, as provided in Form ST-1, should be intimated to jurisdictional central excise officer i.e. the jurisdictional Assistant Commissioner or the Deputy Commissioner within a period of 30 days of such change, where your new head office is going to be. You will not be able to carry on your business with the old registration no. A new registration no. will be issued to you after cancelling the new one. There is no format prescribed for such intimation.

Although my advice to you would be that you shift to the new location, take a new registration and simply get your old registration cancelled because in any case this is only gona happen.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 17 June 2010

Hi Bimal,

Please find below the procedure for Shifting of the registered office to another State from the company law point of view.

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