Checklist to change registered address of company from one state to another

Checklist/Guidelines for change of registered address of the company from one state to another

Applicable Sections under Companies Act 2013 –

• Section 4 (Memorandum),
• Section 12 (Registered Office of the Company)
• Section 13 (Alteration of Memorandum of Association)

Applicable Rule under Companies (Incorporation) Rules, 2014 –

• Rule 30 (Shifting of Registered Office from one State or Union Territory to another State)
• Rule 31 (Notice of Order of the Central Government to be filed in Form INC-28)
• Rule 27 (Notice and Verification of change of Situation of the Registered Office)

Procedure for for change of registered address of the company from one state to another

• Notice of Board Meeting to be sent to all the directors for change in registered office of the company from one state to another.
• Convene Board Meeting to consider proposal of change in registered office from state one to state two, Change in Address Clause of Memorandum of Association and to fix date and time of EOGM.
• Issue Notice of EOGM.
• Convene EOGM. Special Resolution for Alteration of Address Clause of MOA, and shifting of Registered Address from state one to state two.
• Advertise in Form No. INC 26 in one local language and English Newspaper with widest circulation in the state one (Not more than 30 days before filing INC 23).
• Copy of Advertisement shall be served on the Central Government immediately, serve through speed post with AD to each debenture holder and creditor, serve through speed post with AD to the regulatory body, if any.
• File MGT-14 for filing special resolution for alteration in address clause of MOA along with explanatory statement.
• Notice Application to ROC (File GNL-1) & Chief Secretary of the State for change in registered office.
• File INC 23 – Application to Central Government for seeking approval for alteration of MOA. (Central Government has delegated power to Regional Director; hence the application will be filed with RD). Attachments to INC 23:

1. a copy of the notice convening the general meeting along with relevant Explanatory Statement;

2. a copy of the special resolution sanctioning the alteration by the members of the company;

3. Minutes of EOGM at which resolution was passed along with number of votes casted in favour and against.

4. Copy of Board Resolution

5. An affidavit verifying the application

6. List of Creditors and Debenture Holders with name, address, nature and amount due preceding the date of filing INC-23 but not beyond one month.

7. Declaration by at least 2 directors, stating full enquiry into the affairs has been done

8. an affidavit verifying the list of creditors and the list of creditors has been done after enquiry and is correct;

9. Declaration by at least 2 directors, stating no employee shall be retrenched due to shifting of office from one state to another.

10. SRN of Form GNL-1

11. Application to Chief Secretary of State one with Dispatch Proof

12. Duly authenticated copy of Advertisement made in Form INC26 and notice made to creditor and debenture holder.

13. Hard copy of the petition is to be submitted with Concerned Regional Director Office.

14. Objections received, if any and responses to objections in tabular form from the company either in physical mode or electronic mode.

15. Existing MOA and AOA

16. Copy of MOA with Proposed alterations

• The duly authenticated copy of list of creditors shall be kept at the registered office and any person desirous of inspection can do so by paying a sum which shall not exceed Rs. 10/- per page.
• If no objection has been received in response to advertisement and notice, the application will be put up for order without hearing. (In case any objection the CG will hold a hearing)
• No shifting of office from one state to another is allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.
• The order of the Central Government (Regional Director) approving the alteration of MOA for shifting of registered office from one state to another shall be filed in Form INC 28 within 30 days from the date of receiving the certified copy of the order.
• File INC 22 for shifting the registered office from state one to state two along with the following attachments:

a) Rent/Lease Agreement

b) Copies of the utility bills

c) Authority letter

d) Certified copy of order of RD