As per Section 12 and Section 13(4) of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014, the procedure for shifting of the registered office of a company from one state to another is outlined below:
Procedure for Shifting of Registered Office:
1.Board Resolution – Convene a meeting of the Board of Directors to:
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- Approve the shifting of the registered office from one state to another;
- Approve the alteration of the Memorandum of Association (MOA);
- Authorize a Director to sign, submit, and verify the petition, affidavits, and other documents; and
- Approve the convening of an Extraordinary General Meeting (EGM).
2. Extraordinary General Meeting (EGM) – Convene the EGM and pass a Special Resolution (SR) for shifting of the registered office and alteration of the MOA.
3. Filing of MGT-14 – File e-Form MGT-14 with the Registrar of Companies (ROC) along with a certified copy of the Special Resolution and explanatory statement.
4. Notices to Creditors and Debenture Holders – Send individual notices to all creditors and debenture holders of the company, and maintain proof of dispatch.
5. Consent/NOC – Obtain No Objection Certificates (NOC) or written consent from creditors and debenture holders.
6. Auditor’s Certificate – Obtain a certificate from the statutory auditor verifying the list of creditors and debenture holders. (Note: The list should not be older than 30 days prior to the date of filing the petition with the Regional Director) and list should contain name, address , nature and amount due from creditors/debenture holders.
7. Newspaper Advertisement – Publish an advertisement in Form INC-26 in both:
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- An English language newspaper with wide circulation in the state where the registered office is situated; and
- A vernacular language newspaper of the same state.
8. Affidavit Verifying the Petition – An affidavit to be signed by directors verifying the contents of the petition.
9. Declaration-cum-Affidavit (Dispatch & Publication) – A declaration-cum-affidavit by directors confirming dispatch, service, and publication of the notices.
10. Declaration-cum-Affidavit (Employees) – A declaration-cum-affidavit stating that the proposed shifting will not adversely affect the interests of the employees of the company.
11. Declaration-cum-Affidavit (Creditors & Debenture Holders) – Verification of the list of creditors and debenture holders.
12. Affidavit on Inspection/Investigation – An affidavit confirming that no inspection or investigation is pending against the company.
13. Affidavit of Compliance – An affidavit affirming compliance with all applicable rules and regulations.
14. Undertaking-cum-Affidavit (Statutory Authorities) – An undertaking-cum-affidavit that any future demands from statutory authorities will be duly met by the company.
15. Special Notices – Serve a copy of the petition along with all annexures to the Chief Secretary of the state and the concerned ROC.
16. Affidavit for Special Notice – An affidavit verifying that special notice has been served to the Chief Secretary of the State, with proof of sending such notice.
17. Filing of GNL-1 – File e-Form GNL-1 with the petition and all annexures.
18. Filing of INC-23 – File e-Form INC-23 along with the petition, annexures, and a copy of the filed GNL-1 with challan.
19. Physical Submission – Submit a physical copy of the petition with all attachments to the Regional Director (RD).
20. Order by RD – The RD may pass an order approving or rejecting the petition or may call for a hearing within 15 days of receipt of the petition.
21. Filing of INC-28 – File e-Form INC-28 within 30 days of receiving the RD order, along with the order and proof of payment of any penalty (if imposed).
22. Filing of INC-22 – File e-Form INC-22 for effecting the shifting of the registered office.
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