Page 156 - DCOM404_CORPORATE_LEGAL_FRAMEWORK

Unit 8: Formation of Company

However, change of name shall not affect any rights or obligations of the company or render Notes
defective any legal proceeding which might have been continued or commenced by or against
the company by its former name may be continued by or against the company by its new name
[s.23(3).]
Within 30 days of the passing of the special resolution, a printed or a type written copy of the
resolution should be sent to the Registrar of Companies.

Change of registered offi ce. The procedure depends on whether the change is within the
jurisdiction of same registrar of companies (s. 146) or whether the shifting is to the jurisdiction of
another registrar of companies in the same state (s. 146 and s. 17A). This may include:

(a) Change of registered office from one premises to another premises in the same city, town
or village. The company may do so anytime. A resolution passed by the Board of directors
shall be sufficient. However, notice of the change should, within 30 days after the date of

the change, be given to the Registrar who shall record the same (s.146).

(b) Change of registered office from one town or city or village to another town or city or
village in the same State (s.146). In this case, the procedure is :
(i) a special resolution is required to be passed at a general meeting of the
shareholders;

(ii) a copy of it is to be filed with the Registrar within 30 days.

(iii) Within 30 days of the removal of the registered office, notice of the new location has
to be given to the Registrar who shall record the same.

(c) Shifting of the registered office from one place to another within the same state (s.17A)

The shifting of the registered office by a company from the jurisdiction of one registrar
of companies to the jurisdiction of another registrar of companies within the same state

shall (in addition to requirements under s. 146) also require confirmation by the Regional
Director. For this purpose, an application is to be made in the prescribed form and the
confi rmation shall be communicated within four weeks. Such confi rmation is required to

be field within two months with the registrar of companies who shall register and certify
the same within one month. Such certificate shall be conclusive evidence of the compliance

of all requirements under the Act.

(d) Change of registered office from one state to another state.

Section 17 provides for the shift of the registered office from one State to another and such shift
involves alteration of memorandum. The change of registered office from one locality to another

in the same city or from one city to another in the same State does not involve alteration of
memorandum.
The shift of the registered office from one State to another can be done by a special resolution

which is required to be confirmed by the Central Government. The Central Government, before

confirming the resolution, will satisfy itself that sufficient notice has been given to every creditor

and all other persons whose interests are likely to be affected by the alteration, including the
Registrar of Companies and the Government of the State in which the registered office is situated.

Also, the Central Government will give an opportunity to members and creditors of the company,
the Registrar and other persons interested in the company to be heard. The Central Government

may confirm the resolution on such terms and conditions as it thinks fi t.
It was made clear in Zuari Agro Chemicals Ltd. v. F. S. Wadia and Others (1974) 44 Comp. Cas. 465
that the Company Law Board (now Central government) will not substitute its own wisdom or
judgement for the collective wisdom or judgement of the company expressed in special resolution.
But the bonafides of the company’s application for change can be screened.

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