Registered office and shifting of its location

DETAILS

Just like an individual is identified by the residential address, the address of the location of the registered office is very important during the corporate life of a company. A company is, therefore, obligated under the act to keep the registrar of companies informed of the location of the registered office and changes thereto from time to time.

Provisions about registered office apply to public limited and private limited companies

The provisions of sections 13,17,17A,18,19,146 and 147 explained hereunder apply to both public limited and private limited companies.

Location for the first time after registration

In terms of section 146, a company have their location of registered office in the state stated in the memorandum and it has to the date of your business starting details. It has obtained the registration certificate from the registrar.

Statute requires intimation of registered office only after company registration

Although the address of the registered office is required to be intimated to the registrar even when the memorandum and articles are registered with the registrar. The intimation of location of registered office arises only after company registration.

Name and address of a registration company

After the company registration, the company have its name board on the outside of its office. The company name must be in your region language and in English. The company name and registered office address is placed in the bill heads, letterheads and other related documents.

A proposal to shift the registered office to a place outside the “local limits” of the existing place within the same state requires the prior approval of the members by special resolution.

Procedure as per section 17A of the Act

A new section 17A has been added to the act which prescribes that no company (public or private) shall change the place of its registered office from one place to another within a state unless such change is confirmed by the regional director. It is clarified in the explanation that this section applies only to change from the jurisdiction of one registrar to the jurisdiction of another registrar within the same state.

Proper procedure prescribed in the rules

The new rule 4BBA inserted in the companies (Central Government) General Rules and Forms, 1956 has set out correctly the procedure to be followed after the receipt of the approval of the regional director unlike the stipulation in the sub-section (4) that the company shall send to the registrar the printed copy of the memorandum as altered.

Before the companies (Amendment) Bill, 1996 was passed by parliament during December 1996. The procedure for shifting the registered office of a company (Private Limited or Public Limited) to a place in another state was identical to the procedure for alteration to the object clause.

Steps required to make the change

A meeting of the board of directors will be called and held to accord approval to the following action :

(i) Resolution to shift the location of the registered office to another State and the reasons for so doing.

(ii) Authorize severally a director and the company secretary to take steps to move an application to the central government or the CLB and take all the action in the matter including appointing advocates to help the company.

Observations of CLB on the above matter

In the case of Shanthini industrial Pvt Ltd 2010 CLC 143 – Transfer of registered office from one state to another.

Action after special resolution is passed

As soon as the alteration is approved by members by special resolution, certified copy of the special resolution. The explanatory statement shall be filed with the ROC.

Approval of the board of directors

As soon as the alteration is approved by members by special resolution, certified copy of the special resolution. The explanatory statement shall be filed with the ROC.

Approval of the board of directors

As already mentioned the board shall authorize a person (a Director or the secretary severally) to move a petition and also take all other steps necessary including appointing advocates, counsel, etc.

Central government will issue rules

The central government will shortly issue the rules setting out the manner in which the application to that government shall be made for confirmation of the resolution for shifting the location of registered office to another state. For Example, if you register a company in Bangalore and shifting your company to Chennai.

 

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