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.
- ROC of the State where the Registered Office is being shifted will give a fresh Certificate of Incorporation indicating the Alteration.