Download Company Law Form 23 For: Registration of resolution(s) and agreement(s)

Download Company Law Form 23 For: Registration of resolution(s) and agreement(s)

Download Company Law Form 23 

Download Company Law Form23: Form No 23 used as a Registration of resolution(s) and agreement(s)

How to e-file Form 23

1. Enter the ‘Corporate Identity Number’ (CIN) of the company

You may find CIN by entering your existing registration number or name of the company in the Find CIN/GLN service at the portal www.mca.gov.in and Find Details of Company CIN, GLN, LLPIN using Name of Company, ROC registration number etc.

2. Click the ‘Pre-fill’ button

System will automatically display the name, registered office address and email ID of the company. In case there is any change in the email ID, enter the new valid email ID.

3. Select the applicable purpose(s) for which the eForm is being filed.

4. Enter the date of dispatch of notice and date of passing of resolution(s).

In case of Postal ballot resolution(s) under section 192A, enter the date of dispatch of notice and date of passing of postal ballot resolution(s).

5. Enter the total number of resolution(s) (including postal ballot resolution(s)) for which the form is being filed. (Based on the number entered here, number of blocks shall be displayed for entering the details).

6. Details of maximum ten resolutions and postal ballot resolutions can be provided through this eForm.

The details of any more resolution can be provided as an optional attachment.

7. Enter the details of the resolution passed. Select the purpose of passing the resolution. Based on the purpose, system shall automatically display the section of the Companies Act, 1956 under which resolution is passed.

Ensure that you select the correct purpose as the processing by the RoC office shall be dependent upon the same.

In case of listed company, mention whether resolution is passed by postal ballot.

Select the authority passing or agreeing to the resolution and the type of resolution.

8. In case any of the resolution(s) is passed for alteration in object clause, select whether there is any change in industrial activity of the company.

If yes, based on the altered main objects of the company, please enter the main division of industrial

Activity as per National Industrial Classification (NIC)-2004 given below in Annexure-A.

The main division should be selected based on relevant sub-class and description applicable to the company given in NIC-2004.

The details of main division, sub-class and description of National Industrial Classificastion-2004 are also available under ‘information’ link on home page of the portal www.mca.gov.in

9 .In case any of the resolution(s) is passed for voluntary winding up under section 484, enter the details of winding up.

Select the mode of winding up. System shall display the date of commencement of winding up as the date of passing of the resolution entered in the form.

Enter the number of liquidator(s). Enter the income-tax PAN, name and address of the liquidator(s).

Details of maximum two liquidators can be provided through this eForm. The details of any more liquidators can be provided as an optional attachment.

Ensure that you enter the correct winding up details, as upon approval of this eForm, the status of the company shall be changed to ‘Under Liquidation’ and the winding up details shall be updated in the system. Please note that status of the company shall not be changed to ‘Under Liquidation’ unless all pending eForms in respect of the company are closed in the system.

10. Enter the details of the agreement entered into by the company. Details of only one agreement can be provided through this eForm. Please note that for each agreement separate eForm 23 is required to be filed.

Select the purpose of entering into the agreement. Based on the purpose, system shall automatically display the section of the Companies Act, 1956 under which agreement is made.

11. In case any of the resolution(s) is passed for alteration in object clause, and there is delay in filing of the form, this form cannot be filed unless eForm 21 for condonation of the delay has been filed. In such case, enter the service request number (SRN) of eForm 21 filed for condonation of delay. Payment status of SRN of eForm 21 being entered should be PAID.

Ensure that you enter the correct SRN of eForm 21 filed for condonation of delay as this eForm 23 shall not be approved unless the corresponding eForm 21 is approved.

12. In case the resolution(s) is passed for ‘Change the place of registered office from one state to another’ and there is delay in filing of the form, enter SRN of form 24AAA. Payment status of SRN of eForm 24AAA being entered should be PAID.

For cases where petition has been filed to CLB (i.e. petitions filed before delegation of power to Regional Director), since SRN of Form 24AAA will not be available, therefore you may enter

‘Z99999999’.

Attachment:

  • Copy(s) of resolution(s) along with copy of explanatory statement under section 173 in case of registration of resolution or postal ballot resolution.
  • Copy of agreement in case of registration of agreement.
  • Altered Memorandum of Association of the company, in case of any change in memorandum.
  • Altered Article of Association of the company in case of any change in Articles.
  • Any other information can be provided as an optional attachment.

Verification:

Enter the serial number and date of board resolution authorising the signatory to sign and submit the eForm.

Digital Signature:

The eForm should be digitally signed by managing director or director or manager or secretary of the Company duly authorised by the board of directors or by liquidator of the company.

Liquidator shall be allowed to sign the eForm only in case the status of the company is ‘Under

Liquidation’ or in case section under which resolution passed is 433(a) or 484 or 494 or 512 or others or

In case section under which agreement made is ‘Others’

Designation:

Select the designation of the person digitally signing the eForm.

Enter the DIN in case the person digitally signing the eForm is a director or managing director.

Enter income-tax PAN in case the person signing the eForm is a manager.

Enter membership number or income-tax PAN in case the person digitally signing the eForm is a secretary.

Enter the name and income-tax PAN in case the person digitally signing the eForm is a liquidator.

Certificate:

The eForm should be certified by a chartered accountant (in whole-time practice) or cost accountant (in whole-time practice) or company secretary (in whole-time practice) by digitally signing the eForm.

Select the relevant category of the professional and whether he/ she is an associate or fellow.

In case the professional is a chartered accountant (in whole-time practice) or cost accountant (in wholetime practice), enter the membership number. In case the practicing professional is a company secretary (in whole-time practice), enter the certificate of practice number.

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