CS Priyanka Jhanwar
Quick Summary
The procedure to change the registered office from one State to another is specified under the provision of Section 12(5), 13(4) read with Rule 30 of Companies (Incorporation) Rules, 2014 which is in step by step form is as follows: - 1. CONVENING BOARD MEETING- Hold Board meeting as per the p
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FAQ :
The process begins with convening a Board Meeting to consider the proposal, alter the Memorandum of Association (MOA), and approve the notice for an Extraordinary General Meeting (EGM). An EGM is then held to pass a Special Resolution, a certified copy of which must be filed with the E Form MGT-14 within 30 days.
Before filing the application (Form INC-23) to the Central Government (Regional Director), the company must publish an advertisement in two newspapers (one vernacular, one English) at least 30 days prior. A list of creditors and debenture holders, not older than one month, must also be prepared and accompanied by a director's declaration.
The application (Form INC-23) requires enclosures such as the altered MOA, copy of the Special Resolution, minutes of the EGM, board resolution, a declaration about no employee retrenchment, newspaper advertisement copy, proof of service to authorities, and the verified list of creditors/debenture holders.
Once the Regional Director passes an order, the company must file E Form INC-28 with the Registrar within 30 days of receiving the certified copy of the order. This form is for the registration of the order confirming the shifting of the registered office.
The final step involves filing E Form INC-22 within 30 days of the shifting confirmation. This form requires supporting documents like proof of title to the premises, lease/rent agreement, NOC from the owner, and utility bills showing the new address.
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