December 13, 2018

Procedure for Shifting of Registered Office of Company from One State to Another

(1) Holding of Board Meeting:

  • To consider the proposal for shifting of registered office.
  • Fix the date, time, and venue of the EGM.
  • Approve the notice and explanatory statements calling of EGM.
  • Authorize the CS or Director to:
  1. Move an application before the concerned RD to alter Clause II of MOA.
  2. [U/S-13(4)]
  3. See the consent of the Creditor and debenture holders, if any, is obtained or that sufficient provisions is made for discharge of their debts or adequate security is made. [U/S-13(5)].
  4.  Move an application before CG for approval.

(2) Send Notice of EGM to all members along with Explanatory Statement (U/S-102), Proxy Form, Route Map and Attendance Slip.

(3) Hold EGM and Pass the Special Resolution approving the shifting subject to the approval of the RD.

(4)Prepare the Minutes of Extraordinary General meeting.

(5) After taking the approval of the members, file a certified copy of the special resolution along with explanatory statement and altered copy of MOA within 30 days in form MGT-14 with ROC (U/S- 117).

Attachments of e-form MGT-14:

  • Copy(s) of Special Resolution(s) along with copy of explanatory statement (U/S-102).
  • Altered Memorandum of Association [MOA].
  • Minutes of EGM.
  • Shorter Notice consent (if any).

(6) Publication of Notice in News Paper:

Publish a notice in Form- INC-26, at least one vernacular newspaper in the principal vernacular language and at least one in English language in an English newspaper circulating in that district in which the registered office of the company is situated.

(7) Prepare a List of Creditors and Debenture Holders and give Intimation to Them:

  • The list is required to be filed with the application.
  • The list should be:
  1. Duly verified by an affidavit As per Rule 30 Sub Rule (2) of The Companies (Incorporation) Rules, 2014,
  2. Verified by the Statutory Auditor of the Company,
  3. Precede the date of filing of petition by less than one month (Should not be older than one month from filling of petition).
  4. Contain the Information about The name and address of every creditor and debenture holder of the company and The nature and respective amounts due to them in respect of debts, claims or liabilities.

 (8) Prepare List of Employees:

The Application On Affidavit From The Board Of The Company That No Employee Shall Be Retrenched As A Consequence Of Shifting Of The Registered Office From One State To Another.

(9) Prepare the application along with the following required documents:

  • In and all relevant annexure to be filled with RD for seeking approval for shifting of the registered office from one state to another.
  •  Send a copy of the application with complete annexure to the 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.
  •  The Petition along with the enclosure should be Serially Numbered and scanned copy of the petition is filed in Form-GNL-2 with ROC.
  •  The Original Application [U/S 13(4)] along with all Necessary Annexure for seeking approval of the CG (RD) for shifting of Registered office from one State to another shall be filed in Form- INC-23  along with the fee and the following documents:
  1. A copy of the MOA And AOA;
  2.  Certified True Copy of Board Resolution.
  3.  A copy of the Notice Convening  EGM along with relevant Explanatory Statement;
  4.  A copy of the Special Resolution sanctioning the alteration by the members of the company; (supportive by Attendance sheet).
  5.  A copy of the Minutes of The EGM at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against;
  6. The document relating to payment of application fee;
  7. An Affidavit Verifying the application (On Stamp Paper duly notarized).
  8. An Affidavit verifying The List of Creditors and Debenture Holders entitled to object to the application (On Stamp Paper duly notarized).
  9. An affidavit by Director verifying the list of Employees and non-retrenchment of them (On Stamp Paper duly notarized).
  10. An affidavit verifying the Publication of News Paper Notice (along with Copy of News Paper Advertisement).
  11. Memorandum of Appearance and Board resolution authorizing CS/CA/ or advocate.
  12. A copy of Board Resolution or Power Of Attorney or the executed Vakalatnama, as the case may be (in the favor of Professional).
  13. Copy of the latest audited balance sheet and profit and loss account of the company along with auditors and directors report.
  14. Affidavit proving the dispatch and service of notice to the Chief Secretary.
  15. Form- MGT-14 along with paid Challan.

 (10) After checking of application with Annexures the hearing will take place at the RD office and it should be represented by the company or practicing professional (CS/CA/advocate). The creditors, if any and the representatives of the company may also represent and are heard before making any order.

(11) A duly authenticated copy of the list of the creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may at any time during the business hours, inspect and take extracts of the same on the payment of fees their off.

(12) Where any objection received , it shall serve a copy thereof to the CG on or before the date of hearing.CG 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.

  • The CG shall hold a hearing as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the CG shall pass an order approving the shifting, within 60 days of filing the application.
  •  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 CG shall pass an order confirming or rejecting the alteration within 60 days of the filing of application.

(13) Where No Objection is received from anybody, CG (RD) will confirm the change of registered office on the date of hearing and put the application for necessary orders either approving or rejecting the application shall be passed within 15 days of the receipt of the application.

 (14) The RD will make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.

(15) Obtain certified copies of the order confirming the shifting of registered office from one state to another, passed by the Central Government.

(16) File form-INC-28 with ROC within 30 days of confirmation of shifting by CG along with Confirmation given by CG for change of registered office.

(17) File form-INC-22 with ROC within 30 days of confirmation of shifting by CG along with following Documents:

  • Document of the title of the premises of the registered office; 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;
  • 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.
  • 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.
  •  The list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address.
  • NOC from the owner of the property.

If the documents are in order, ROC of both states will approve the forms and registered office change will be updated in register of ROC and new Certificate of Incorporation will be issued by the ROC of the State within 30 days, where the registered office of the company is going to be shifted.

  • Share: