SECTION 18

ALTERATION OF MEMORANDUM INVLOVING

TRANSFER OF REGISTERED OFFICE

Whether an order of CLB under section 17 relating to shifting of registered office from one State to another comes under section 18(3) and whether condonation of delay possible under section 637B(b)

A question has been raised about the applicability of sections 18 and 637B to a case where there has been delay on the part of a company in filing copy of the Company Law Board order under section 17 in respect of shifting of the registered office of the company from one State to another. The above matter has since been examined very carefully in this department. The department is of the view that an order by the Company Law Board under section 17(1) relating to the shifting of the registered office of a company from one State to another comes under section 18(3) and will, therefore, be governed by the procedure prescribed thereunder. In other words, sub-section (3) of section 18 is an independent sub-section and will cover only cases which relate to the transfer of the registered office from one State to another State. Such cases will, therefore, not be covered by the provisions of section 18(1) and 18(4) . Since no time limit has been prescribed under section 18(3), the provision of section 637B(b) will also not apply to such cases. In terms of the above view, a company will continue to remain on the register of the Registrar of the State from which it is proposed to shift and also in respect of which it has got an order of Company Law Board under section 17(1) till it files the aforesaid order with him and the Registrar certifies under his hands about such transfer.