Shifting of Registered Office of a company from One State to another

For Shifting registered office from one state to another, company should hold the meeting of Board Of Directorsfor considering the proposal and notice of board meeting must be given to all the directors before seven days of meeting.

 In Board meeting, directors should fix the date, time and place of Extra Ordinary General Meeting and should approve the notice for the same.

Board of Director must authorize the Company Secretary or Director to file an application to Regional Director to alter clause II of MOA. 
At the General Meeting a Special Resolution has to be passed for the same .
In case of listed companies, the resolution must be passed by Postal Ballot u/s 110.

After holding General meeting, Prepare minutes of the same. After taking approval from members, company should file MGT-14 (with special resolution, explanatory statement, altered AOA and altered MOA) with ROC.

Publish a general notice in 2 newspapers (one in regional newspaper and one in English newspaper) stating the substance of petition which is in wide circulation. The notice must also state that if anyone’s interest is affected due to change shall intimate RD within 21 days of notice.

Send notice to all creditors and debenture holders. 
File petition in form INC-23 to Regional Director and MCA with following enclosures namely: 

• Certificate of incorporation;
• AOA & MOA;
• Notice of Extraordinary General Meeting;
• Minutes;
• Certified copy of Special resolutions;
• Copy of advertisement;
• Certificate from statutory auditors;
• Evidencing proof of dispatch of notice;
• Affidavit from Directors;
• Board resolution;
• MGT-14;
• Copy of form Inc-23 along with challan.

File a Copy of General notice with Petition to Government of the state where new registered office is situated. After receiving the order from RD, company shall file the copy of that order to ROC within one month.

File form INC-22 with ROC within thirty days of change.

Alter the memorandum with respect to change of state. Notify the change in the newspaper.

Register One Person Company [ OPC ]

Meaning of One Person Company [ OPC ]:
One Person Company means private limited company with only one member. No person can incorporate more than one OPC. One person company is incorporated for small businesses. No person can be member or nominee of more than one OPC. OPC can't be incorporated if its having charitable objects

Share Capital & Registered Office : 
The company’s paid up capital must be less than 50 lakhs and turnover must be less than 2 crores for incorporating OPC. Company must have registered office in India.

Director(s) & Nominee : 
Minimum Number of directors in OPC is one and maximum number is 20. Memorandum shall provide the details of Nominee who shall become the member of OPC in case of death or incapacity of sole member. Member of company can change the name of nominee at anytime by giving notice.
Member of company shall also be named as first director of the company till no director is appointed by the member

Meetings & Returns : 
Best thing in One Person Company is that there is no need to hold AGM and maintaining cash flow statements. Board Meeting of Company shall be held once in minimum 6 months and there is not more than 90 days gap between two meetings. Annual return can be signed by CS or Director if there is no CS.

STEPS TO REGISTER AN OPC : 

a.       Obtain Digital Signatures for the Proposed Director as well as Sole Member. If Member and Director are same person, then only 1 DSC required

b.      Obtain DIN 
To obtain Director Identification Number, Self attested PAN Card, Self attested Address Proof and passport size recent photograph is required.
DIN is valid for lifetime. No need to apply for renewal. But it is to be kept in mind that the applicant cannot have more than 1 DIN issued to him which is offensive.

c.       Filing for Name application
Once we are over with DIN & DSC, it is important to select the business name and file the name with the Registrar for approval. To know how to decide the name and whether it is compatible with the name guidelines

Name of OPC would be like this;

“ABC Creations Private Limited (OPC)”

d.      Consent from Nominee
It is important to take consent from Nominee in prescribed form along with the Self attested copy of PAN card and Self attested copy of Address Proof

e.       Filing of Incorporation form with the Registrar
After taking consent from Nominee, it is required to file incorporation documents with the Registrar. Incorporation documents include Memorandum of Association, Articles of Association, Affidavit and Declarations as may be required.

f.        Obtaining Certificate of Registration
g.       Applying for PAN for OPC
h.       Filing of Registered Office Proof if not filed at the time of Incorporation
After enactment of Companies Act, 2013, user has the option to file Registered Office Proof within 30 days of Registration. 

i.      Opening of Bank Account
j.      Filing for Commencement of Business.
k.      Applying for TAN

After the above mentioned steps, your OPC is now fully ready for operation.