Change in registered office from one state to another

• Ownership proof of registered office address.
• Copy of utility bill (not older than 2 months) of the proposed registered office.
• No objection certificate from the owner of the premises for using premises as registered office.

• Prepare notice of board meeting along with draft resolution(s) to be passed in the board meeting.
• Send notice of board meeting to all the directors
  • at least 7 days before from the date of board meeting or
  • In such manner as prescribed under section 173(3) of the Companies Act, 2013 and clause 1 of the Secretarial Standard-1.

• Shifting of registered office from one state to another state.
• Engagement of company secretary/chartered accountant/cost accountant/advocate to represent the company before the office of Regional Director.
• Fix up the day, date, time and venue for calling general meeting.
• Approving notice of general meeting for passing special resolution for shifting of registered office. (Ensure that the number of members are upto 200 or the company is a one person company, otherwise, the resolution shall be passed through postal ballot).
• Approval of name of newspapers in which notice should be published.
• Authorising director/company secretary to sign the documents.

• Prepare draft minutes of the board meeting and circulate, within a period of 15 days from the date of conclusion of that meeting, to all directors, by hand/speed post/ registered post/courier/e-mail or by any recognised electronic means, for their comment(s).
• Directors can communicate their comment(s), if any, on the draft circulated minutes within a period of seven days from the date of circulation of the draft minutes.
• Add the suggested comment(s) given or suggested by any director and finalise the minutes.
• Enter the minutes, in the minute book of the board meeting, within thirty days from the date of board meeting conclusion.
• Minutes of the board meeting shall be signed and dated by the chairman of that meeting or by the chairman of the next meeting.
• The signed minutes duly certified by Company Secretary/any director where Company Secretary is not appointed shall be circulated within 15 days of signing to all the directors as on the date of meeting or appointed thereafter, except those directors who have waived to receive such signed minutes.

(i) In case company have share capital, consent of majority members entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or

(ii) In case company have no share capital, consent of members not less than ninety-five per cent of the total voting power exercisable at that meeting.

In case resolution is to be passed by Postal Ballot, please follow the procedure of passing of resolution through Postal Ballot.

(However, private companies can opt their own regulations with respect to notice of General Meeting.)

• Total number of members present at the meeting with their shareholding pattern.
• Members who voted in favour of the proposed resolutions and number of shares held by them.
• Members who voted against the proposed resolutions and number of shares held by them.

• Drafting and maintenance of minutes of shareholders’ meeting and for finalization, send the draft minutes to the chairman of that meeting.
• Minutes of the shareholders’ meeting shall be signed and dated by the chairman of that meeting or in the event of the death or inability of that chairman, by any director, who was present in that meeting and also duly authorised by the board of directors for the signing of the minutes, within thirty days from the date of conclusion of the shareholders’ meeting.

• Copy of the memorandum of association and articles of association;
• Copy of the notice convening the general meeting along with relevant explanatory statement;
• Copy of the special resolution sanctioning the alteration by the members of the company;
• 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;
• Affidavit verifying the application;
• List of creditors and debenture holders entitled to object to the application containing details about nature and respective amount;
• Declaration verifying the list of creditors;
• Document relating to payment of application fee;
• Copy of board resolution or power of attorney or the executed vakalatnama, as the case may be.
• Copy of the no objection certificate from the Reserve Bank of India where the applicant is a registered Non-Banking Financial Company.

• Copy of the memorandum and articles of association;
• Copy of the notice convening the general meeting along with relevant explanatory statement;
• Copy of the special resolution sanctioning the alteration by the members of the company;
• 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;
• Affidavit verifying the application;
• List of creditors and debenture holders entitled to object to the application;
• Declaration verifying the list of creditors;
• Document relating to payment of application fee;
• Copy of board resolution or power of attorney or the executed vakalatnama, as the case may be.
• Declaration from directors that no employees shall be retrenched.
• Copy of acknowledgements of application sent to the registrar and

Chief Secretary/Lieutenant Governor, as the case may be.

• Declaration by 2 directors regarding list of creditors.
• Copy of advertisement.
• Copy of individual notices sent to creditors and debenture holders.
• Copy of objectives, in tabulated form, if any, received from person affecting by such shifting.

• Certified true copy of Special Resolution in general meeting.
• Altered memorandum of association.
• Notice for calling general meeting and Explanatory Statement.

• Copy of altered memorandum of association.
• Copy of notice of the general meeting along with relevant explanatory statement.
• Copy of the special resolution sanctioning alteration.
• Copy of the minutes of the general meeting authorizing such alteration.
• Power of attorney/ vakalatnama/ board resolution.
• Affidavit verifying the application.
• List of creditors /directors /shareholders /debenture holder.
• Declaration by the company secretary of the company and the directors in regards to the correctness of list of creditors and affairs of the company.
• Declaration by directors about no retrenchment of the employees.
• Application as per Section 13(4) of the Companies Act, 2013.
• Chartered Accountant certificate for list of creditors in the company.
• Memorandum of appearance.
• Proof of sending copy of petition to the Registrar of Companies and Chief Secretary
• Copy of newspaper advertisement.
• Details of the prosecution/ inspection/inquiry/ pending or filed against the company and its officers in default.
• Details of objection, if any.
• Affidavit verifying dispatch and serve of notice along with newspaper cutting regarding change of registered office.

• Copy of the Regional Director Order
•  Altered memorandum of association.

• List of companies (mentioned along with Corporate Identification Number) having same registered office.
• Certified true copy of the board resolution for change in register office.
• Proof of registered office address (conveyance/ lease deed, rent agreement, etc.).
• Copies of the utility bills not older than 2 month.