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Out of State Shifting of the Registered Office under the Companies Act, 2013

Provisions relating to shifting of the registered office from one state to another are contained in Section 13(4) of the Companies Act, 2013 which are detailed in the rule nos. 2.27 and 2.28. In the present article, this procedure has been given in a step by step manner for easy understanding of the readers.

Step 1: Pass resolution of Board of Directors of the company for:

a. Approving the change in registered office of the company from one state to another and authorising one or more of the Directors to do all necessary acts in this regard.

b. Calling general meeting for seeking member's approval

Step 2: Send notice of general meeting to all members along with explanatory statement.

Step 3: Pass special resolution of members for approving the change of registered office of the company and prepare minutes of meeting.

Step 4: Prepare application in Form No. 2.28 and all relevant annexure to be filed with the Central Government for seeking approval for shifting of the registered office from one State to another.

Step 5: 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.

Step 6: File original application along with all necessary annexure to the Central Government and pay requisite fees thereon. The following documents need to be annexed with the application:

a. Copy of Memorandum and Articles of Association

b. Copy of notice convening the general meeting along with explanatory statement

c. Copy of the special resolution sanctioning the alteration by the members of the company.

d. 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

e. Affidavit verifying the application

f. List of creditors and debenture holders not older than one month before the date of application containing the names, addresses, nature of debt and amount of debt for each creditor and debenture holder.

g. Affidavit verifying the list of creditors, signed by the Company Secretary of the company, if any and not less than two directors of the company, one of whom shall be a managing director, where there is one, confirming that they have made a full enquiry into the affairs of the company and that the list of creditors is 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.

h. An affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state.

i. A copy of the acknowledgment of service of a copy of the application with complete annexure to the Registrar and Chief Secretary of the state.

j. Bank draft evidencing payment of application fee.

h. Copy of Board Resolution or the executed Vakalatnama

A duly authenticated copy of the list of creditors needs to be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.

Step 7: Obtain hearing date from the Central Government. (If application is found in order, Central Government will give date of hearing of application).

Step 8: At least 14 days before the date of hearing,

a. advertise the application in the specified form in a vernacular newspaper in the principal vernacular language of 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

b. serve, by registered post with acknowledgement due,  individual notice(s) of the application, on each debentureholder and creditor of the company

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

Step 9: In case the company receives any objection from any person whose interest is likely to be affected by the proposed application, then a copy of same needs to be served on the Central Government on or before the date of hearing.

If no objection is received from anybody, Central Government will confirm the change of registered office on the date of hearing and put the application for necessary orders. If any objection is received, Central Government will, before passing any order, ensure that the company has either obtained consent of the person who had objected to the alteration or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government.

Step 10: Obtain certified copies of the order confirming the shifting of registered office from one state to another, passed by the Central Government, and file a certified copy in form 2.29 with the Registrar of each of the states along with necessary fees within 30 days of receipt of certified copy of order.

Step 11: File following documents with ROC within 30 days of confirmation of shifting by Central Government:

i) Confirmation given by Central Government for change of registered office.

ii) Registered document of the title of the premises of the registered office in the name of the company; or (b) 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;

iii) 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

iv) Document of connection of any utility service like 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.

v) the list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address

Step 11: 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, where the company's registered office is going to be shifted.

Tail piece: The shifting of registered office from one state to another state 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.

'Central Government' for the purpose of above shifting refers to Regional Director.





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(Practising Company Secretaries )
Category Corporate Law   Report

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