Do you wish to change registered office of your company ?

Do you wish to change registered office of your  company ?

1. Make a Board Meeting after giving notice to all the Directors of the company. Decide about the change registered [Section 173 of the 2013 Act. Comply with the requirements and procedure of issuing notice to the board as laid down in Secretarial Standard. Which is mandatory and effective in a company.

2.Beware that every officer of the company whose duty is to give notice of the Board Meeting as same. If anyone who fails to do so will be punishable with a fine of up to Rs. 1,000. This offense the regional director or any officer licensed by the Government.

3. File the notice of change with the concerned ROC in e-Form along with a registered copy. The board declaration is approving the change registered name of a company.

4. Secure that the said e-Form is filed with the ROC electronically. The copy of the board resolution is filed with the said e-Form as an attachment.

5. Assure also that the said e-Form is digitally signed by the Manager or Secretary or Director or Managing Director of the company punctually licensed by the board of directors.

6. Further ensure that the said e-Form is certified by a Cost Accountant, Company Secretary or Chartered Accountant in whole-time practice by digitally signing the said e-Form. 

(B) In case the registered office is introduced to be changed outside. The local limits postal limits or either of the two.  But within the State and within the jurisdiction of the same Registrar of Companies.

1.Hold a Board Meeting after offering notice to all the Directors of the company. As per Section 173 in the 2013 Act corresponding to Section 286. In the 1956 Act to decide about the change and to fix up the time, place, date and agenda for the plenum to pass a special declaration for the same subject to the confirmation of the Regional Director where required their registrations.Ensure that the notice is issued at least within seven days from the date of the meeting. The Board as per the procedure laid down which is mandatory in application effective from July 1,2015.

 2.If your company is a listed company or an unlisted public company with more than 200 members. Then ensure that the Special Resolution as aforesaid is passed only through postal ballot. Which means voting by post or through electronic voting.

3.Keep in mind that such a change of registered office in Chennai. A state will need substantiation of the regional director only. Where such change registered amounts to dynamical. The registered office from the legal power of one ROC to the jurisdiction of another ROC within the same State.

 4. Issue notices for the general meeting by giving not less than 21 days notice in writing suggesting. The special declaration with suitable explanatory statement.  Ensure that the notice for the meeting is issued in accordance with the procedure laid down. In relating to general meetings which is mandatory for their new registration.

5.Hold the General Meeting and pass the special resolution by three-fourths majority.

6.Forward quickly to the stock exchange with which your company is entered three copies of the notice. A copy of the proceedings of the general meeting.

7.File the special resolution with the concerned ROC within thirty days of its passing in e-Form with explanatory statement that required for their company registration.

8.Ensure that the said e-Form is filed electronically and the copy of the special resolution and the explanatory statement are filed with the said e-Form as attachments.

 9.Ensure also that the said e-Form is digitally signed by manager or secretary or the managing Director or Director of the company punctually authorized by the board of directors.

10.Further ensure that the said e-Form is certified by a chartered accountant, company secretary or cost accountant in entire time exercise by digitally signing the said e-Form.

11.Remember that if default is made in complying with the aforesaid requirement of filing with additional fees before the expiry of the period laid down in Section 403 of the 2013 Act. The company will be liable to a fine which shall not be less than Rupees five lacs but which may extend up to Rupees twenty five lacs and every officer of the company including the official liquidator. If any who is in default will be punishable with fine of Rupees one lac But which may extend to Rupees five lacs.

12. (a) Make an application in e-Form to the regional director of the region in which the registered office of your company is situated along with.

(b) The company shall not less than one month before filing any application with the regional director for change registered office-

(i) Publish a notice at least in one case daily newspaper published in English and in the principal language of that district in which the registration office of the company is located in Chennai and circulating in that district.

(ii) Serve individual notice on each debenture holder, creditor and depositor of the company clearly indicating the matter of the application and stating that any person whose involvement is probably to be affected by the proposed alteration of the memo of association may indicate the nature of his interest and grounds of opposition to the Regional manager with a copy to the company within 21 days from the date of publication of the notice;

Provided that in case no objection is received from any quarter by the Director within 21 days from the date of utility or publication of the notice. The person shall be deemed to have given his consent to the proposal for change in the registration office as proposed in the application.

(c) Any of the following shall be related in the form.

(i) The registration document of the title of the  premises of the registered office of the company.

(ii) the notarized copy of the lease or rent agreement in the company name on with a copy of the rent receipt paid not older than one month.

(iii) the authorization from the owner authorized occupant or the owner of the premises on with statement of proprietorship or getting authorization to use the premises by the company as its registration office in Chennai.

(iv) The statement of clew of any utility service like gas, telephone, electricity etc. Portraying the address of the premises in the name of the document or owner as the case may be which is not older than one month.

(d) Copy of the notice of the general meeting and special resolution with relevant explanatory statement as passed need not be enclosed.

13.Ensure that the said e-Form is digitally signed by the manager or secretary or managing director or director of the company.

14.Keep in mind that the confirmation applied for as above to the regional director should be communicated to your company within thirty days from the date of receipt of application for such change registered.

15.File the notice of change registered with the concerned ROC in e-Form within thirty days. After the date of change after paying the requisite fee.

16.Note that if default is made in complying with the aforesaid requirement the company. All officer of the company who is in fail will be punishable with fine of Rupees 1000/ for every day during which the absence continues. It is not surpassing rupees one lac.

17.Keep in mind that offenses mentioned above are compoundable by the government who are applied for their registration.

18.File with the ROC a certified copy of the verification given by the regional director within sixty days from the date of confirmation and the ROC should register the aforesaid and license the registration under his hand within thirty days from the date of filing of such document.

19.Note that the same certificate given by the ROC will be conclusive evidence that all the requirements of this Act with respect. The Memorandum as altered will be the Memorandum premises by the company as its registration office in Chennai. The modification and verification have been complied with and henceforth.