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Shifting of Registered office from One State to Another
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Shifting of Registered office from One State to Another

Companies Act 2013- How to Change Registered Office

Provisions and rules relating to shifting of the registered office from one state to another are contained in Section 13(4) of the Companies Act, 2013 read with rule 30 of The Companies (Incorporation) Rules, 2014. After detailed analysis of provisions of law and practical procedures we have given the following process for shifting of registered office from one state to another. It may be noted that shifting of registered office from one state to another state also involves shifting of registered office from jurisdiction of one ROC to another ROC except the case where two states have common ROC example Delhi & Haryana. 

Process To Shift Registered Office Of Company From One State To Other

Step No. Particulars
1 Send Notice of Board Meeting along with Agenda and notes on Agenda to all the Directors, seven clear days before the date of board meeting.
2 Call And Hold a Board Meeting:

  • To consider the proposal for shifting of registered office and pass the resolution.
  • Fix up the date, time, and place of the Extra-Ordinary General Meeting.
  • Approve the notice of Extraordinary General Meeting and calling of General Meeting.
  • Authorize the CS or Director to move an application before RD to alter Clause II of Memorandum of Association within whose jurisdiction the registered office of the company (before change) is situated.
  • The Board shall authorize the Directors severally to see that the consent of the Creditor and debenture holders if any etc. is obtained or that sufficient provisions is made for the discharge of their debts or adequate security is made section 13(5).
3 Send Notice Of General Meeting to all members along with Explanatory Statement (Section-102), Proxy Form, Route Map and Attendance Slip(21 clear days notice or EGM can be held at shorter period by consent of 95% of shareholders)
4 Call and Hold Extra ordinary General Meeting and Pass the Special Resolution approving the shifting subject to the approval of the RD.
5 File Form MGT-14 with ROC within 30 days of passing of special resolution with the following attachments:

  • Copy(s) of Special Resolution(s) along with copy of explanatory statement under section 102.
  • Altered MOA.
6 Publication of Notice in Newspaper at least 30 days before filing form INC 23 n Form No.INC.26, at least once vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district.
7 Prepare List of Employees.
8 Prepare an Application in and all relevant annexure to be filled with the REGIONAL DIRECTOR for seeking approval for shifting of the registered office from one state to another.
9 Send a copy of the application with complete annexure to the REGISTRAR (ROC) And CHIEF SECRETARY OF THE STATE where the registered office is situated at the time of filing the application and obtain acknowledgment for sending the notice.
10 The Original Application U/s 13(4) along with all necessary Annexure for seeking approval of the Central Government(RD) for shifting of Registered office from one State to another .
11 Form- INC-23 should be filed along with the fee and the following documents:-

  • A copy of MOA and AOA.
  • Certified True Copy of Board Resolution.
12 The Petition along with the Enclosure should be Serially Numbered. And scanned copy of the petition is filed in Form INC-23, a Hard Copy of the petition is submitted to the Concerned Regional Director Office in form GNL-1.
13 After checking of application with Annexures the hearing will take place at the Regional Director office and it should be represented by the company or practicing professional or advocate. The creditors, if any and the representatives of the company may also represent and are heard before making any order.
14 The Regional Director will make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.
15 File e-form INC-28 with ROC along with following Documents:

  • Confirmation given by Central Government for change of registered office.
16 File e-form INC-22 with ROC along with following Documents:

  • Registered document of the title of the premises of the registered office in the name of the company; or
  • Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
  • Authorization from the owner or authorized occupant of the premises along with proof of Ownership or occupancy authorization, to use the premises by the company as its registered office.
  • Document of connection of any utility servicelike telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner/document as the case may be which is not older than 2 months.
  • The list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address.
  • NOC from the owner of premises.
  • If the documents are in order, Registrars of both states will approve the forms and registered office change will be updated in register of Registrar and new Certificate of Incorporation will be issued by the Registrar of the State within 30 days, where the company’s registered office is going to be shifted.
17 After obtaining certificate of Incorporation, Make alteration in the MOA with respect to the state in every copy of Memorandum. Each stationery, banner, signboard, bills, invoice etc. should show the new address and necessary advice should be sent to shareholders, debenture holders, and other concerned parties. Necessary changes are required to be made in the letter-heads, books, records etc. of the company. The necessary changes are required to be made in PAN, TAN and inform to all the Government departments, banks, customers and others wherever required.

Shifting Of Management Office Address

Shifting of Management Office / Corporate office can be done anywhere in India no procedure is specifically mentioned in Companies Act 2013 and no filings needs to be done.

Checklist To Shift Registered Office From One State To Other

Following is the checklist for changing Registered Office from one state to another.

  • Copy of MOA and AOA.
  • Certified True Copy of Board Resolution.
  • A copy of the Notice Convening The General Meeting along with relevant Explanatory Statement;
  • A copy of the Special Resolution sanctioning the alteration by the members of the company; (if possible supportive by Attendance sheet)
  • A copy of the Minutes of The General Meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;
  • An Affidavit Verifying the application (On Stamp Paper duly notarized)
  • The List of Creditors and Debenture Holders entitled to object to the application;
  • An Affidavit Verifying The List of Creditors; (On Stamp Paper duly notarized)
  • The document relating to payment of application fee;
  • Copy of Newspaper Advertisement.
  • Affidavit verifying non-retrenchment of employees.
  • Affidavit verifying the Publication of Newspaper Notice.
  • Memorandum of Appearance and Board resolution authorizing company secretary / Chartered Accountant or advocate.
  • A copy of Board Resolution or Power Of Attorney or the executed Vakalatnama, as the case may be (in the favour of Professional).
  • An Affidavit verifying the list of Employees. (On Stamp Paper duly notarized)
  • Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report.
  • Affidavit proving the dispatch and service of notice to the Chief Secretary.
  • Board resolution authorizing the director to submit the petition.

Mandatory Compliances for Change of Office from One State to Another State

The following are the requirements for changing your registered office from one state to another:

  • The corporation must have a Board meeting and adopt a resolution convening an EGM as well as a Special Resolution to change the MOA.
  • The firm must approve a Special Resolution at the EGM to change the registered office from one state to another and to change the company’s MOA.
  • Within thirty days of enacting the Special Resolution to modify the registered office and revise the MOA, Form MGT-14 must be filed with the ROC.
  • The corporation must submit Form INC-23 to the Regional Director in order to acquire Central Government clearance to move the registered office from one state to another and change the MOA.
  • Before submitting the application to the Regional Director for approval, the organization should:
    • Publish a notice of change of office in a daily English newspaper as well as the main language newspaper of the district in which the company’s registered office is located.
    • Serve individual notices on the company’s depositors, debenture holders, and creditors, stating that if their interests are likely to be harmed by the proposed change to the MOA, they must notify the Regional Director of their nature of interest and grounds of opposition within twenty-one days of the notice’s publication date.
  • If no objections are raised, the application for a change in the registered office will be decided by the central government within sixty days.
  • After the Regional Director accepts the change, the firm must file a Form INC-22 with the ROC within sixty days of the approval date.
  • The Central Government’s permission for a change of office address must be filed in Form INC-28 with the ROCs of both the old and new registered offices in both states.

Alongside Form INC-23, the following papers must be submitted:

  • A copy of the MOA with suggested changes.
  • A copy of the minutes of the EGM meeting authorizing the change to the MOA.
  • Copy of the Board resolution or, if applicable, a completed Vakalatnama or Power of Attorney.
  • The list of all debenture holders and creditors, together with the amount owed to each of them for claims, obligations, or liabilities.
  • A statement signed by at least two directors and the Company Secretary declaring that the list of creditors provided is full and that they owe no other amount than the amount shown in the list.
  • A statement that no employees would be laid off as a result of a change in the registered office address.

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