SHIFTING OF REGISTERED OFFICE WITHIN STATE i.e. outside local limits of city, town or village, within the same ROC and same state (only TN & Maharashtra have two ROCs)
| S.
No |
Section | Requirement | E- Forms | Timeline |
| 1 | 12 & 13 | Convene BM-
• SS-1 compliance with 7 days prior notice • Approve shifting of registered office • Alteration of MOA & AOA • Calling of EGM & fixing of day, date, time, venue etc. • Authorising CS OR director for signing notice |
NA | Minimum 21 clear days’ notice for EGM |
| 2 | Convening EGM-
• SR for shifting of registered office & alteration of MOA. |
• MGT-14 with below attachments:
– Altered copy of MOA & AOA – CTC copy of SR and explanatory statement. |
30 days of EGM. | |
| • INC-22 with below attachments:
– Proof of registered office address (Copy of lease / rent agreement + rent receipt not old than 1 month.) – Utility bill, not old than2 month – NOC from owner – Altered copy of MOA & AOA – List of all the companies (specifying their CIN) having the same registered office address |
15 days | |||
| 3 | • Paint or affix its name, and the address of its registered office, in legible letters, in English and regional language.
• Have its name engraved in legible characters on its seal. • Get the new address of registered office printed on all company’s business letters, bill heads, letter papers, notices and other official publications |
SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER, OUTSIDE THE JURISDICTION OF EXISTING ROC
| S.
No. |
Section | Requirement | E- Forms | Timeline |
| 1 | 12 & 13
Rule 28 |
Convene BM-
• SS-1 compliance with 7 days prior notice • Approve shifting of registered office • Alteration of MOA & AOA • Calling of EGM & fixing of day, date, time, venue etc. • Authorising CS or director for signing of notice, to move an application to Regional Director in form INC-23 and for any other Compliances, if any. |
NA | Minimum 21 clear days’ notice for EGM |
| 2. | Hold the EGM on appointed date and time and obtain SR for shifting of registered office from one State to another and alteration of MOA due to such change. | NA | NA | |
| 3. | Filing of Form with following attachments:
• Notice of EGM, • Certified True Copy of special resolutions with explanatory statements annexed thereto. |
MGT-14 | Within 30 days of passing SR | |
| 4. | Publish an advertisement in the vernacular language newspaper of the district and in English language with the widest circulation in the state in which the registered office of the company is situated. | INC-26 | Maximum 30 days before the date of filing Form No. INC.23 | |
| 5. | Rule 28 | Serve individual notice on each debenture holder, depositor and creditor of the company clearly indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration of the MOA may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice.
Provided that in case NOC is received by the Regional Director within 21 days from the date of service or publication of the notice, the person concerned shall be deemed to have given his consent to the change of registered office proposed in the application |
NA | |
| 6. | Rule 28 | Serve, by registered post with acknowledgement due, a notice and copy of the application to the SEBI, in the case of listed companies and to other regulatory body, if the company is regulated under any special Act or law for the time being in force. | Registered post | |
| 7. | Section 13(4) Rule 30 | Application for seeking confirmation from the Regional Director (under whose jurisdiction existing registered office of the company is situated) with following attachments:
• Copy of MOA & AOA • Notice of EGM • CTC of SR • CTC of the minutes of EGM with number of votes cast in favour or against the resolution • Copy of newspaper advertisement • Copy of objections if any received • an affidavit verifying the application • the list of creditors and debenture holders entitled to object to the application ♣ a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than 1 month, setting forth the following details, namely :- a) the names and address of every creditor and debenture holder of the company; b) the nature and respective amounts due to therein respect of debts, claims or liabilities • an affidavit verifying the list of creditors • the document relating to payment of application fee • a copy of Board Resolution • an affidavit, signed by the CS of the company, if any and not less than two directors of the company, one of whom shall be a MD, where there is one, to the effect that – • they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion 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 • An affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office. • acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary |
INC- 23 | • a list of creditors and debenture holder should be drawn Maximum 30 days before date of application
• Within 30 days of publication of Advertisement and list of creditors etc. |
| 8. | An application filed by the company to the Chief Secretary of the concerned State Government or Union Territory & ROC where the registered office is situated at the time of filing the application with all the attachments of INC-23. | Via courier & to ROC via Form GNL-2. | Along with filing of INC- 23 i.e., simultaneous filing these docs and INC – 23. | |
| 9. | A duly authenticated copy of the list of 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 ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding 10 Rs. per page to the company. | NA | NA | |
| 10. | If any objection is received-
• the Central Government will hold hearing and direct the company to file an affidavit to record the consensus reached at the hearing and upon execution of such affidavit, the Central Government shall pass an order approving the shifting, within 60 days of filing the application. where no consensus is reached at the hearings the company will have to 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 and upon execution of such affidavit the Central Government shall pass an order confirming or rejecting the alteration within 60 days of the filing of application. |
NA | • 60 days | |
| 11. | Where no objection is received :
• application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within 15 days of the receipt of the application. |
NA | 15 days | |
| 12. | 13(7) Rule 31 | Upon obtaining RD order, the same needs to be filed with registrar of each state | INC-28 | 30 days from the date of receipt of the order |
| 13. | 12 (4) | Notify Registrar with following docs:
• the registered document of the title of the premises of the registered office in the name of the company • the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month; • Copy of altered MOA & AOA • Copy of RD order • NOC or authorization from the owner to use the premises. • Utility bills not older than 2 months. |
INC – 22 | 30 days from the receipt of confirmation order |
| 14. | 12 | Get the new address of registered office printed on all company’s business letters, bill heads, letter papers, notices and other official publications |
Author Bio
Please update date for filing INC 22 is 30 days