This article is all about complete procedure to be followed for shifting of Registered Office from One State/UT to Another State/UT in accordance with Section 13 of Companies Act, 2013, and Company (Incorporation) Rules, 2014.
- Applicable Sections:
Sec 13(4) and 13(5) of Companies Act 2013.
- Applicable Rules:
Rule 30 and 31 of Companies (Incorporation) Rules, 2014.
- Approvals/consent required:
1. Approval of Board of Director of Company.
2. Approval of members at General Meeting.
3. Consent/NOC from Creditors/Debenture Holders.
4. Approval of Central Government (power has been delegated to Regional Director)
- Applicable Forms:
1. MGT-14
2. GNL-2
3. INC-26 (Format of Newspaper Advertisement)
4. INC-23
5. INC-22
6. INC-28
Procedure:
- BOARD MEETING:
Call Meeting of Board of Director and pass following Board Resolution:
1. To Approve the Shifting of Registered office from One State / UT to another State / UT.
2. To alter the Registered Office Clause of Memorandum subject to approval of members in General Meeting.
3. To authorize a Professional to make application to Central Government.
4. To approve the notice of General Meeting.
5. To authorize a Director of Company to call General Meeting.
- GENERAL MEETING AND SPECIAL RESOLUTION:
Send Notices to Members and hold General Meeting to seek following approval as Special Resolution:
1. For shifting of Registered office from One State / UT to another State / UT
2. Alter the Registered Office Clause of Memorandum of Association of Company.
- FILING OF RESOLUTION UNDER SECTION 117
File e-form MGT-14 as per Section 117 of Companies Act 2013, within 30 Days from the date of passing Special Resolution and prepare and sign minutes of that meeting within 30 Days from the Date of passing resolution.
- SUBMISSION OF PETITION TO ROC:
File e-form GNL-2 to ROC for submission of petition to Registrar.
- LIST OF CREDITORS, DEBENTURE HOLDERS:
Prepare a List of creditors, debenture holders specifying their name, address, nature and amount of debt due to them. List is to be drawn with latest practicable date preceding the date of filing of application to CG in INC-23
In simple words, Gap between the Date of determining the List of creditors, debenture holders and the Date of Filing of application to RD should not exceeds 30 Days.
- PUBLICATION OF ADVERTISEMENT ISSUE OF NOTICE TO CREDITORS AND SERVICING OF PETITION TO AUTHORITIES:
Company shall not more than 30 Days before the date of Filing of Application to RD in INC-23, complete following activities:
1. Publish a newspaper advertisement in Form No. INC-26 in Vernacular Newspaper in Principal Vernacular Language in the district and in English language in English Newspaper with wide circulation in the state where Registered Office of the Company is situated at the time of filing petition.
2. Serve an Individual Notice on each creditor and debenture holder by registered post with acknowledgement due.
3. Serve a copy of application to ROC, Chief Secretary of State or UT where Registered Office of the Company is situated at the time of filing of application and to SEBI, in case of Listed Company and to other regulatory body, if company is regulated under special act/law for the time being in force.
- APPLICATION TO RD:
File an application to RD for seeking approval for alteration of Clause II i.e. Registered Office Clause of MOA with regards to shifting of Registered Office of the Company from one state / UT to another in Form INC-23, within 30 Days of finalizing List of creditors.
- ORDER, WHEN NO OBJECTION RECEIVED:
Where no objection received from any person in response to advertisement and notices, application may be put up for order without hearing and the order shall be passed within 15 days of receipt of application.
- HEARING, IF OBJECTION RECEIVED:
Where an objection has been received from any person in response to advertisement and notice, CG shall hold hearing and direct the company to file affidavit to record consensus reached at the hearing and approve it within 60 Days of filing application.
- RESOLUTION OF OBJECTION:
Where no consensus has been reached at hearing, Company require to file an affidavit, specifying the manner in which objection is to be resolved, upon execution of which CG shall pass order within 60 Days of filing application.
- FILING OF ORDER TO ROC:
Certified copy of order of CG, approving the alteration of MOA, shall be filed with the ROC within 30 Days of Receipt of Copy of Order, in Form No. INC-28.
- NOTICE OF CHANGE OF REGISTERED OFFICE:
Notice of change of the registered office shall be filed in Form No. INC-22 within 15 Days of confirmation by CG along with such fees as may be prescribed.
Attachments to various Forms
| FORM No. |
ATTACHMENTS |
| MGT-14 | Copy of SR along with explanatory statement |
| Altered MOA | |
| Minutes of General Meeting | |
| GNL-2 | Copy of petition |
| INC-23 | Copy of Altered MOA & AOA |
| Copy of BR | |
| Copy of Notice of General Meeting | |
| Copy of Special Resolution along with Minutes | |
| Copy of MGT-14 and Paid Challan their of | |
| Affidavit Verifying Petition | |
| Affidavit verifying List of Creditors, secured or unsecured | |
| Affidavit verifying no statutory dues | |
| Affidavit for non-retrenchment of employees | |
| Affidavit in term of Section 13(5) | |
| Affidavit in term of Rule 30 | |
| Affidavit that no investigation, inquiry is pending against company | |
| List of creditors (not older than 30 Days) | |
| List of Directors | |
| CA Certificate verifying List of Creditors | |
| Copy of Newspaper Advertisement in INC -26 | |
| Acknowledgement of Serving a copy of petition to ROC and Chief Secretary | |
| Memorandum of Appearance | |
| INC-28 | Certified Copy of Order of CG |
| INC-22 | Rent Agreement |
| NOC from Owner, If Rented | |
| Utility Bill (not older than 2 Months) |
- Format of Attachments:
FORMAT OF VARIOUS AFFIDAVITS: ⇒ CLICK HERE
OTHER RELEVANT FORMATS: ⇒ CLICK HERE
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