A Company shall have a registered office within 30 days of its incorporation. It is the official address of the company incorporated under the provision of Companies act 2013 or under any previous company law. The procedure to change the registered office of the Company from one State or union territory does not only involve change from one state or Union Territory to another but also involves change of Jurisdiction of Registrar of Companies (ROC). Only Tamil Nadu & Maharashtra have two ROC.
The procedure to change the registered office from one State or Union Territory to another is specified under the provision of Section 12(4) read with Rule 30 of Companies(Incorporation) Rules, 2014 which is in step by step form is as follow:-
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) & Articles of Association(AOA), of Company.
- Approving the notice 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 with in 30 days of its passing 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 atleast 30 days before filing application 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 ,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 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 for change of registered office, is prepared which shall :-set forth the following details:-
- The name and address of each creditor and debenture holders,
- The nature and amount of debts, claims or liabilities due to them.
Declaration- Such list of creditors and debenture holders shall be accompanied by Company Secretary and two directors , one of whom shall be the managing director, if any stating-
a) they have made full enquiry into the affairs of the Company and having done so have concluded that the list of creditors are correct and the estimated value given in the list of debt or claim payable on a contingency or not ascertained, are proper estimate of value of such debt or claim and there are no debts or claims against the company to their knowledge
b) No employee shall be retrenched as a consequence of shifting of registered office from one state to another
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.
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 minutes of ExtraOrdinary General Meeting,
c) Copy of Board resolution, Power of attorney or Vakalatnama.
d) Copy of Newspaper advertisement
e) Copy of list of creditors and debenture holders
f) Declaration by Company Secretary or two directors , one of them shall be Managing Director , if any.
g) Copy of acknowledgement of service of application to Registrar and Chief Secretary of State Government /Union Territory.
h) Copy of each objection, if any, received by Company and its reply to the objection.
In case objection is received by the company- The application may be put up for orders and the order either approving or rejecting the application shall be passed with in 15 days of receipt of application.
In case objection is received by the Company- The Regional Director shall hold hearing and direct the Company to file an affidavit to record the consensus reached at the meeting and shall approve the shifting within 60 days from filing the application.
* Where no consensus is reached, the Company shall file an affidavit specifying the manner in which the objection is to be resolved with in definite time frame, reserving the original jurisdiction to the objector for pursuing its legal remedy, even after the registered office is shifting, the Central Government(Regional Director) shall pass an order confirming or rejecting the shifting within sixty days from 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.
8. FILING OF E FORM INC-28-
The applicant 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.
9. FILING OF E FORM INC-22-
The notice of change of registered office shall be file in E form -22 along with requisite fees within a period of 15 days from confirmation of shifting of registered office with following documents-
- the registered document of the title of premises of the registered office in the name of company,
- notarized copy of lease or rent document along with rent receipt of mot less than one month old, in the name of Company,
- authorization from owner or authorized occupant to use premises as registered office,
utility bill depicting the address of the premises in the name of owner or authorized occupant which is not 2 months old.
NOTE- The shifting of registered office shall not be allowed if any inquiry, inspection or investigation, has been initiated against the company or any prosecution has been pending against the company under the Act. However, on completion such inquiry, inspection or investigation , the shifting shall be allowed.
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