Process of shifting of registered office from one state to another

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 provisions of SS-1 & Companies Act 2013: -

• Consider proposal for shifting of registered office.

• Alteration of Memorandum of Association (MOA) of Company.

• Approving the notice for calling Extra Ordinary General Meeting and fix its, date, day, time, venue etc.

• Authorizing Company Secretary or Director to move application to Regional Director.

2. CONVENING EXTRAORDINARY GENERAL MEETING-

Pass Special Resolution and file the certified copy of the same in E Form MGT-14 within 30 days of passing special Resolution at Extra Ordinary General Meeting with the following attachments-

• Altered copy of MOA & AOA

• Copy of special resolution along with explanatory statement.

3. PUBLICATION of ADVERTISEMENT-

The Company, shall at least 30 days before filing applicationin Form No. INC.23 to Central Government (Regional Director), publish an advertisement in E Form INC-26 in two newspapers:

1) in the vernacular newspaper in the vernacular language in the district, and

2) in English newspaper with wide circulation in English language in the state where the registered office is situated.

A copy of such advertisement by registered post with acknowledgement due shall be forwarded to-

• Regional Director,

• Debenture Holders and creditors of the company,

• Registrar of Companies

• SEBI, in case of listed company,

• Any other regulatory Authority, if Company is regulated by Special law or Act.

4. PREPARATION OF LIST OF CREDITORS AND DEBENTURE HOLDERS-

A list of creditors and debenture holders, not less than one month old from filing application in Form No. INC.23for change of registered office, is prepared which shall set forth the following details:-

• The name and address of every creditor and debenture holders of the company,

• The nature and respective amounts due to them in respect of debts, claims or liabilities.

Declaration- Such list of creditors and debenture holders shall be accompanied by declaration signed by Company Secretary, if any and not less than two directors , one of whom shall be the managing director, if any stating-

a) they have made a full enquiry into the affairs of the company and, having done so, have concluded that the list of creditors are correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge,

b) no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory.

5. SUBMIT APPLICATION TO REGISTRAR AND CHIEF SECRETARY-

A copy of application shall be submitted to Registrar of Company and Chief Secretary of the concerned State or Union Territory. (Hard copy by registered post )

An application and documents in E-Form GNL-2 shall be filed to Registrar.

6. FILING OF APPLICATION-

An application in Form INC-23 shall be filed to Central Government (Regional Director) along with the following enclosures-

a) Copy of altered MOA,

b) Copy of Special Resolution sanctioning alteration,

c) Copy of minutes of Extra Ordinary General Meeting,

d) Copy of Board resolution, Power of attorney or Vakalatnama.

e) Declaration by directors about no retrenchment of employees,

f) Copy of Newspaper advertisement for notice of shifting the Registered office

g) Proof of service of the application to the Registrar, Chief Secretary, SEBI, or any other regulatory authority, if applicable

h) List of Creditor or Debenture holders duly verified, as per proviso to sub rule(2) to Rule 30

i) Application to Regional Director

j) Copy of each objection, if any, received by Company and and tabulated details of responses along with the counter response from the company received either in the electronic mode or in physical mode in response to the advertisements and notices issued under sub-rule (5).

Where no objection has been received from any person in response to the advertisement or notice under sub-rule (5) or otherwise, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of the application.

Where an objection has been received,

(i) the Central Government shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.

(ii) where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.

7. ORDER PASSED BY REGIONAL DIRECTOR-

The Regional Director shall pass any order as may think fit and can impose such cost as it may think proper.

Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

8. FILING OF E FORM INC-28-

The Company shall file an E form INC- 28 with Registrar for registration of order passed by Regional Director, within 30 days of receipt of certified copy of order confirming shifting of registered office.

Attachment:

• Copy of order

• Payment receipt of cost imposed by Regional Director in the matter of shifting of Registered office from one state to another

9. FILING OF E FORM INC-22-

The verification of the registered office shall be filed in Form No.INC.22 along with the fee, within a period of 30 days from confirmation of shifting of registered office There shall be attached to said Form, following documents,

• the registered document of the title of premises of the registered office in the name of company,

• the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month,

• the 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; (NOC)

• the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months

• Copy of order of competent authority

• Copy of altered MOA

• Payment receipt of cost imposed by Regional Director in the matter of shifting of Registered office from one state to another

• CTC of Board Resolution

• List of all the companies (specifying their CIN) having the same Registered office address, if any