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Sec12: Registered office of the company

13 August 2021

what is the procedure to change the registered office of the company from One state to another state in the same jurisdiction of Registrar of companies ? For eg( from Assam to Arunachal Pradesh - Roc Shillong)

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CS Richa Sharma (company secretary) (2221 Points)
Replied 01 September 2021

Procedure to be followed for change in registered office from one state to another state within the jurisdiction of same ROC:-

Convene Meeting of Board of Directors
Hold Board Meeting and pass following resolutions:

Consider the proposal of shifting of Registered office from one State to another subject to the approval of shareholders.
To alter the Memorandum of Association as per Section 12.
To authorize any director or any officer to file application to the Regional Director for taking approval for shifting of registered office and to appear before RD.
Fix day, time, venue of General meeting & approve the draft notice of General Meeting along with Explanatory Statement in accordance with Section 102 of Companies Act,2013.

Convene Extraordinary General Meeting and pass Special Resolution for:

Change in Registered Office
Alteration in the Memorandum of Association
File FORM MGT-14 to ROC within 30 days from passing Special Resolution.

File an application to Regional Director (RD) in FORM INC-23 for seeking approval for change in Registered Office from one state to other state with the following documents namely:

Altered copy of Memorandum Of Association.
Copy of Board Resolution & Special Resolution.

RD, after receipt of application, verify the application thoroughly and conduct proper hearing , if required , and after due consideration gives approval for change of registered office from one state to another state within the jurisdiction of same ROC.

After approval of RD, give intimation to ROC in FORM INC-28.
After passing resolutions and seeking RD approval file FORM INC- 22 to ROC within 30 days from the date of RD approval along with following documents:
Copy of Special Resolution with Explanatory Statement.
Copy of order of Regional Director.
Copy of altered Memorandum of Association.