Analysis of Companies Second Amendment Rules, 2017

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Analysis of Companies Second Amendment Rules, 2017

MCA has introduced new rules through circular dated 27th July 2017 notifying Companies (Incorporation) Second Amendment Rules, 2017.This notification will amend the Rule 28 pertaining to Shifting of registered office within the same state and Rule 30 pertaining to Shifting of registered office from one State or Union Territory to another state. However, these rules will come into force only when they are published in the official Gazette.

Companies second amendment rules 2017

Amendment to rule 28

When the company wants to shift its registered office from the jurisdiction of one registrar of companies to the other ROC then it is required to obtain an approval of the regional director in FORM INC-23. As soon as the regional director confirms this change, it has to file the same confirmation the ROC within 60 days. The ROC shall confirm the change of the address of companies within 30 days of the filing.

The application filed shall be accompanied by following documents

• A copy of the special resolution passed by the members
• A copy of the board resolution
• A declaration by the key managerial person that the company has not defaulted in the payment of dues to its workmen. Further, it should be stated that the declaration of the creditors is taken or the mode of the provision for their payment has been made.
• Copy of the intimation acknowledged by the chief secretary that the employee interest is not sacrificed by the proposed shifting of the office.

Amendment to rule 30

Shifting of registered office from one union territory or state or another state

The process of shift in the registered office of the company intrastate is not as simple as the change within the same state. In order to shift the registered office from one state to another, the company is required to amend its Memorandum of Association for which a special resolution is required to be passed. The resolution passed shall be filed with ROC in form MGT-14 within 30 days of passing the special resolution. Further, the approval of the central government shall be obtained in this regard in form INC-23. The documents to be attached along with the application in form 23 are mentioned below.

• A copy of the special resolution passed by the members
• A copy of memorandum of association and article of association
• A copy of the notice of the general meeting along with an explanatory statement
• Minutes of the general meeting wherein the resolution for alteration has been passed.
• A list of creditors and debenture holders
• A copy of board resolution or Power of Attorney
• Document relation to payment of application fee

As per the Amendment rules the company will also be required to advertise the same in the Form INC-26 in one regional language and one English language newspaper having the widest circulation in the state in which the registered office of the company is situated. The advertisement shall be made within 30 days of filing INC-26.While as per the earlier rules the advertisement was required to be published within 14 days.

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