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Change in Registered Office of The Company

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Change in Registered Office of The Company

List of Imp. Docs Required

 Full particulars of new address along with details regarding police station having jurisdiction.

 Scanned copy of utility bills (electricity bills/telephone bills/mobile bills/gas bills) not older then two months.

 Scanned copy of proof of registered office address(sales deed/notarized copy of lease deed/rent agreement in the name of Company along with rent receipts not older then one month.

 A proof that the Company is permitted to use the address as registered office of the Company if the same is owned by any other entity/ Person (not taken on lease by Company).

 Copy of Board Resolution/Special Resolution passed to change the registered    office and authorizing some one to sign and make required declaration.

 Altered MOA.

 Copy of Special Resolution where change is outside the local limit of any C/T/V.

 Confirmation order of RD where change results in change in Jurisdiction of ROC.

 Approval letter of Central Government in case of change is outside the State.

Stepwise Procedure for Change in Registered Office of the Company

Where change is with in same City/Town/Village

Send notice of BM as per section as per section 173 of the Act.

Hold BM To

a. Consider and approve the change of registered office.
b. Authorize director/manager/secretary to sign, make declaration and submit INC 22 with ROC.
c. Engage PCS/PCA to certify form INC 22.

Paint or affix its new add. of registered office as per section 12(3) of the Act.

Where change is outside the local limits of city/town/village

Send notice of BM as per section as per section 173 of the Act.

Hold BM To

     Consider and approve the change of registered office.
     fix the date, time, place of general meeting and to approve the notice and explanatory statement .
     Authorize director/manager/secretary to send notices of General Meeting and to sign, make declaration and submit INC 22 with ROC.
     Engage PCS/PCA to certify form INC 22 and form MGT 14.

Send notice (along with explanatory statement) of General Meeting to members, directors, auditors etc as per section 101 and section 102 of the Act.

Hold General Meeting and pass the Special Resolution.

File a copy of Special Resolution in from MGT 14 with ROC with in 30 days of passing of SR(SEC.117).

File form INC 22 with ROC.

Paint or affix its new add. of registered office as per section 12(3) of the Act.

Where change is with in the same State but from jurisdiction of one ROC to
another ROC.

Send notice of BM as per section as per section 173 of the Act.

Hold BM To

     Consider and approve the change of registered office.
     fix the date,time,place of General Meeting and to approve the notice
and explanatory statement .
     Authorize director/manager/secretary to send notices of general meeting
and to sign, make declaration and submit INC 22 with ROC.
     Engage PCS/PCA TO certify form INC 22 and form MGT 14.

Send notice (along with explanatory statement) of General Mseeting to members,
directors, auditors etc as per section 101 and section 102 of the Act.

Hold General Meeting and pass the Special Resolution Which shall be subject to
approval of RD.

Publish at least one month before making application with ROC, a notice in a daily
newspaper in English and in the Vernacular language of that district where registered
office of the company is situated and circulating in that district and send individual
notices to debenture holders /creditors/depositors giving them 21 days time to oppose
the proposed change by writing to RD along with a copy to Company.

File a copy of Special Resolution in from MGT 14 with ROC with in 30 days of passing of
SR(Sec.117).

Make an application to RD in form INC 23 and obtain order of RD.(Sec. 12(5)).

File form INC 22 with ROC along with copy of RD order.

Paint or affix its new add. of registered office as per section 12(3) of the act.

Change in registered office of the company from one State to another whether
jurisdiction of ROC changes or not

Send notice of BM as per section as per section 173 of the Act.

Hold BM To

     Consider and approve the change of registered office.
     fix the date, time, place of General Meeting and to approve the notice
and explanatory statement .
     Authorize director/manager/secretary to send notices of general meeting
and to sign, make declaration and submit INC 22 with ROC.
     Engage PCS/PCA to certify form INC 22 and form MGT 14.

Send notice (along with explanatory statement) of General Meeting to members,
directors, auditors etc as per section 101 and section 102 of the Act.

Make an application to Central Government for alteration of memorandum in form INC
23 accompanying following docs.
      Copy of MOA and AOA;
      Notice of General Meeting along with explanatory statement;
      Copy of special resolution passes;
      Copy of minutes of General Meeting;
      Affidavit verifying the application;
      List of creditors and debenture holders;
      Affidavit verifying the list of creditors;
      A copy of Board Resolution, POA or Executed Vakalatnama;
      Other docs as specified under Rule 30.

Advertise the application in form INC26 in one English and one vernacular language and
also send individual notices to creditors and debenture holders by registered post with
acknowledgement due at least 14 days before the date of first hearing.

Serve by registered post with acknowledgement due ,a notice together with copy of
application to ROC and to SEBI( listed co ) and to other regulatory authorities, if any.

Serve a copy of objections received to Central Government on or before hearing.

Obtain confirmation of Central Government.

File certified copy of order of Central Government in form INC 28 with ROC of the State
with in 30 days of the receipt of order.

File form INC 22 with ROC along with copy of CG order.

Paint or affix its new add. of registered office as per section 12(3) of the act.

NOTE:IN CASE DOCS REQUIRED ANY KIND OF EDITION,PLEASE MAIL IT TO
PRATHAM8750@GMAIL.COM