Checklist for shifting of registered office from one state to another

Shifting of Registered office from one state to another state: 

SEC 12, 13 of Companies Act 2013

a) Board Meeting, a Special notice to memebers aong with expl statement U/S 173

b) Holding a GM and filing a copy with registrar in 30 days

c) application to Central Govt in Form-INC 23(sec 13(4) )

d) Form -INC 23 should be filed along with following docs:

1) Copy of MOA and AOA

2) Copy of notice convening the GM along with relevant explanatory statement

3) Copy of special resolution sanctioning the alteration by members of the company

4) Copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of number of votes cast infavour or against the resolution.

5) affidavit verifying application

6) list of creditors and debenture holders entitled to object to the application

7) affidavit verifying list of creditors

8) Document evidencing payment of application fee

9) Copy of Board Resolution or the Power of Attorney or executed Vakalatnama, as the case may be.

e) Copy of Acknowledgement of service of application to registrar and state government:

There shall also be attached to the application a copy of the acknowledgement of service of a copy of the application with complete annexures to the Registrar and chief secretary of the state government or union territory where the registered office is situated at the time of filing the application.

f) The company shall atleast 14 days before the date of hearing:

a) Notice in two Newspaper:

Advertise the application in the specified Form No. INC-26 in a vernacular Newspaper in the prinicipal Vernacular language in the district in which the registered office of the company is situated, and at least in English languauge in an English newspaper circulating the district.

b) Serve notices on debenture holders and creditors:

Serve by regisited post with acknowledgement due, individual notice to the effect set out in clause (a) above on each debenture-holder and creditor of the company.

c) Serving copy of application to registrar and others:

Serve by regisited post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the SEBI, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act.

1. Filing a copy of Special Resolution
Filing of the related documents with the Registrar of Companies: Sec 13(6) and Rule 31

2. Filing copy of order approval of the Central Government

3. Filing copy of order to other Registrar

4. Verification of New Registered office as per section 12(2).

This is my opinion

If any corrections to be made please let me know

Mrs. Bharathi G Karthikeyan
Bangalore