Procedure
1.Call for Board Meeting
2.Decide the Date, Time, Place of General Meeting
3.Authorise the CS or Director to move an Application before CG
4.Approve the Notice of General Meeting
5.Issue of Notice to all Members
6.Pass Special Resolution in the General Meeting and prepare minutes
7.Send a copy of Form no 2.28 with all annexure to ROC and Chief Secretary of the State or Union Territory and obtain acknowledgement
8.File Form no 2.28 with all necessary annexure to CG and pay requisite fees
9.Obtain date of hearing from CG
10.At least 14 days before date of hearing;
a. Publish the application in the specified form in at least one Regional and English language Newspaper circulated in that area
b. Send notice of application to all Creditors and Debenture holders
c. Send notice with the copy of application to the Registrar and SEBI
in case of listed co and to Regulated body in case co is regulated
under any special act
11.If co receives any objection from any person whose interest is likely to be affected , then same to be served to CG on or before date of hearing
12.CG, on satisfaction, will confirm the change
13.Obtain certified copies of the order cofirming the change passed by CG
14.File certified copy in Form no 2.29 and other documents with the Registrar of each state within 30 days of receipt of certified copy of order
15.If the documents are in order, Registrars of both states will approve the form
16.Change will be updated in register of Registrar and New Certificate of Incorporation is issued
17.Changes are required to be made in the letter heads, books, records etc. of the company and to arrange a new company seal
Documents to be filed with Form no 2.28
i).Copy of MoA and AoA
ii).Copy of the notice of general meeting
iii).Copy of the Special Resolution
iv).Copy of the minutes of the general meeting
v).Affidavit verifying the Application
vi).List of Creditors and Debenture holders not older than one month before the date of application( names, addresses, nature & amt of debt)
vii).Affidavit verifying the list, signed by CS of the co and not less than 2 directors of the co ( one MD)
viii).Affidavit from the directors of the co that no employee shall be retrenched by the change
Copy of acknowledgment which states that form is sent to ROC and Chief Secretary
Bank draft evidencing the payment of fee
Copy of Board Resolution
Documents to be filed with Form no 2.29
i).Confirmation given by CG for the change
ii).Registered document of the title of the premises of the registered office in the name of company or
iii).Copy of lease or rent agreement in the name of company along with rent paid receipt not older than one month
iv).Authorisation from the owner to use the premises by the company
v).Copy of any utility service like telephone, gas, electricity etc depicting the address of the premises in the name of owner which is not older than 2 months
vi).List of all other companies with their CIN having the same as their registered office address
please find the ppt of this article at the link below
http://www.mediafire.com/view/603vta9mq4wi61l/Change_of_registered_office-.pptx
1.Call for Board Meeting
2.Decide the Date, Time, Place of General Meeting
3.Authorise the CS or Director to move an Application before CG
4.Approve the Notice of General Meeting
5.Issue of Notice to all Members
6.Pass Special Resolution in the General Meeting and prepare minutes
7.Send a copy of Form no 2.28 with all annexure to ROC and Chief Secretary of the State or Union Territory and obtain acknowledgement
8.File Form no 2.28 with all necessary annexure to CG and pay requisite fees
9.Obtain date of hearing from CG
10.At least 14 days before date of hearing;
a. Publish the application in the specified form in at least one Regional and English language Newspaper circulated in that area
b. Send notice of application to all Creditors and Debenture holders
c. Send notice with the copy of application to the Registrar and SEBI
in case of listed co and to Regulated body in case co is regulated
under any special act
11.If co receives any objection from any person whose interest is likely to be affected , then same to be served to CG on or before date of hearing
12.CG, on satisfaction, will confirm the change
13.Obtain certified copies of the order cofirming the change passed by CG
14.File certified copy in Form no 2.29 and other documents with the Registrar of each state within 30 days of receipt of certified copy of order
15.If the documents are in order, Registrars of both states will approve the form
16.Change will be updated in register of Registrar and New Certificate of Incorporation is issued
17.Changes are required to be made in the letter heads, books, records etc. of the company and to arrange a new company seal
Documents to be filed with Form no 2.28
i).Copy of MoA and AoA
ii).Copy of the notice of general meeting
iii).Copy of the Special Resolution
iv).Copy of the minutes of the general meeting
v).Affidavit verifying the Application
vi).List of Creditors and Debenture holders not older than one month before the date of application( names, addresses, nature & amt of debt)
vii).Affidavit verifying the list, signed by CS of the co and not less than 2 directors of the co ( one MD)
viii).Affidavit from the directors of the co that no employee shall be retrenched by the change
Copy of acknowledgment which states that form is sent to ROC and Chief Secretary
Bank draft evidencing the payment of fee
Copy of Board Resolution
Documents to be filed with Form no 2.29
i).Confirmation given by CG for the change
ii).Registered document of the title of the premises of the registered office in the name of company or
iii).Copy of lease or rent agreement in the name of company along with rent paid receipt not older than one month
iv).Authorisation from the owner to use the premises by the company
v).Copy of any utility service like telephone, gas, electricity etc depicting the address of the premises in the name of owner which is not older than 2 months
vi).List of all other companies with their CIN having the same as their registered office address
please find the ppt of this article at the link below
http://www.mediafire.com/view/603vta9mq4wi61l/Change_of_registered_office-.pptx
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