Summary: Changing a company’s registered office from one state to another involves several procedural steps. It starts with a Board of Directors meeting to approve the shift, followed by shareholder consent via a special resolution, which must be filed with the Registrar of Companies (Form MGT-14). Approval from the Regional Director and the Central Government is required, supported by documents like creditor lists, affidavits, and the amended Memorandum of Association. Notification to creditors and debenture holders is mandatory, along with publishing an advertisement in newspapers (Form INC-26). The company must file Form INC-23 for government approval and subsequently submit Forms INC-28 and INC-22 to register the change. Compliance includes updating records with utility providers, banks, PAN/TAN, and regulatory bodies like SEBI and GST authorities. The change must also be reflected in company documents, signage, and official correspondence. A new Certificate of Incorporation is issued by the ROC upon approval.
♦ Changing or Shifting of registered office from one state to another:
> Any additional changes to a company’s registered office after it has been notified by filing INC 22 must be communicated to the ROC.
> Any alteration to the registered office address that takes place within the same city, town, or village must be reported within fifteen days by completing the necessary paperwork.
> Any time a business’s registered office is moved outside a city, town, or village, a special company resolution must be enacted to authorize the new address.
> The Regional Director of the ROC must approve before a company’s registered office can be moved from one jurisdiction within a ROC to another.
♦ Requirements That Must be met Before shifting of registered office from one state to another
> The company must get the central government’s (regional director) permission to move the registered office from one state to another.
> According to Section 110, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, a 3. Special resolutions under this method must be passed only by postal ballot if the Company has more than 200 members.
> If the firm has been the subject of an examination, inspection, or investigation, or a case has been filed against the company under the Act, moving the registered office is prohibited. [The Companies (Incorporation) Rules, 2014’s Section 30(9)]
♦ The procedure that must be followed when moving a registered office from one state to another:
> Call a Board of Directors Meeting [According to section 173 and SS-1]
> Obtain the consent of shareholders. Call a general meeting under Sections 96 and 100 and Secretarial Standard (SS-2)
♦ Submit Form MGT-14 to ROC in 30 days of resolution.
♦ List of Debenture Holders and Creditors Available for Inspection
> The Registered Office should maintain a list of Creditors and Debenture Holders, if any, compiled up to not more than one month before the date of Application, available for inspection.
♦ Publicize an ad in a newspaper
> The company must advertise in the Form INC-26 in the vernacular newspaper in the district’s primary vernacular language and English in an English newspaper with a sizable readership in the State where the company’s registered office is located not more than thirty days before the date of applying Form INC-23.
> A copy of the commercial shall be served on the Central Government immediately after its publication by registered post with acknowledgement due, individual notice to the impact set out in clause (a) on each debt instrument and creditor of the company by registered post with recognition due, notice together with the duplicate of the proposal to the Registrar and the Securities and Exchange Board of India, in the case of publicly traded companies, and to the regulatory body.
♦ Send the Central Government Form INC-23 (Regional Director)
> The Central Government (Regional Director) must receive an application in Form lNC-23 together with the required fee and supporting documentation when seeking approval to modify the memorandum about the location of the corporate headquarters from one State Government or Union territory to another.
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- A copy of the association’s memorandum, together with any suggested changes.
- Certified True copy of the notice of the general meeting and justification.
- Certified the executed Vakalatnama, a true copy of the special resolution, a copy of the board resolution, a power of attorney, or another document, as applicable.
- A list of creditors and debenture holders, drawn up to the latest practicable date and no later than one month before the date the application is filed, shall be attached to the application. This list shall include the names and addresses of all creditors and debenture holders of the company, the types of debts, claims, and liabilities each party is responsible for, and the respective amounts each party owes.
♦ Directors’ affidavits
> Verification document for the application
> An affidavit attesting to the mailing of notifications
> Affidavit confirming employee layoffs Affidavit cc directors’ promise to pay future obligations, liabilities, etc.
> Affidavit stating that the firm has not been the subject of any inquiries, inspections, or investigations, nor has it been charged with any crimes—additional attachments as listed in the e-form support kit.
♦ A certified copy of the order from the Central Government approving the alteration
> must be filed by the Company with the Registrar in each of the States in Form INC-28, together with the fee, within thirty days of the date of receipt of the certified copy of the order when an alteration to the Memorandum outcomes in the handover of the Registered office of a Company from one State to another.
♦ Submit Form INC-22 to ROC
> File the E-Form INC-22 with the Registrar and the required fee as per the Companies [(Registration Offices & Fee) Rules 2014 and the accompanying papers within 30 days of approval of the change in the registered office’s status.
> Special Resolution with Explanatory Statement: Certified True Copy.
> Copies of the Regional Director’s directive and the Association’s amended memorandum. > Registration of the property’s title in the business’s name OR a notarized copy of the lease or rent contract in the business’s name. A copy of the monthly payment receipt should be at most one month old.
> If the registered office is a property held by the Director and not leased by the Company, authorization from the Director to utilize the property as the registered office, together with confirmation of possession or occupancy, is required.
> A copy of a recent, two-month-old utility bill showing the registered office’s address, such as one for telephone, gas, or electricity.
> A list of all other businesses with CINs that share the same apartment, tenement, or location as their registered office.
♦ CERTIFICATE FROM ROC
> The state’s ROC is responsible for registering the change and issuing a new Certificate of Incorporation that reflects the change.
♦ Regulations 30 and 46(3) of the SEBI (LODR) Regulation from 2015, which govern notification to stock exchanges
> Every Listed Company must notify the Stock Exchange (where the securities are listed) of the effective date of the change of the Company’s Registered Office within 24 hours of the notice being registered by the ROC. Post the information on the Company’s website within two working days of registering the notice.
♦ Compliances following ROC Change of Registered Office Approval
> Following ROC clearance, the company must complete the following steps.
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- The company may, at its discretion, publish a general notice in a newspaper(s) alerting all of its members and other stakeholders of the change in the location of its registered office.
- Change the registered office of the company’s address outside of each office, structure, etc., where its operations are conducted, and do so in a prominent location with visible lettering.
- Replace the address on all business correspondence, letterheads, invoices, receipts, and other official publications.
- Update all the banks where the company has bank accounts with the new registered office address.
- To amend the Company’s address in PAN and TAN, apply to the Income Tax Authority.
- The basic utility services providers, such as those for electricity, telephone, and internet connections, should be updated with the company’s new address.
- Notify the Central Excise Authorities, Customs Authorities, Sales Tax Authorities, Service Tax Department, etc., of the Company’s new address
- Change the registered office’s address with the NSDL, CDSL, and RTA as necessary.
- Submit Any Required Amendments Request under the following Acts
1. The Goods and Services Act,2017
2. The Shops and Establishments Act
3. The Factories Act, 1948
4. The Foreign Exchange Management Act,1999
5. The Inter-State Migrant Worker Act
6. The Private Security Agency Act
7. And other laws.
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