Author compiles detailed and Brief Article on Change Of Registered Office (RO) of Company From One State To Another State.

Author compiled Checklist, procedure and Forms to be filed for shifting of Registered Office of Company from One State to Another State as below-

A. CHECKLIST WITH PROVISIONS

S.no particulars Compliance YES/NO
1 Board Resolution For approving the change in registered from one state to another.
2 Board Resolution For authorisation to professionals for representation.
3 Special Resolution ( through postal ballot as per section 110) For approving the change in registered office from one state to another.
For alteration of MOA.
4 File e-Form MGT-14 Within 30 days of passing the resolution to the registrar.
Attachments:-

♦ Special Resolution
♦ Altered MOA
♦ Notice & Explanatory Statement

5 Newspaper advertisement in INC-26 30 days before the filing of INC-23.Provided that a copy of advertisement shall be served on the Central Government immediately on its publication.
6  A list of creditors and debenture holders attached with application.(Sending of Individual Notice inviting objection to debenture-holder & creditor of the company) Rule 30 sub rule 5(b) include following information:-

(a) the names and address of every creditor and debenture holder of the company;

(b) the nature and respective amounts due to them in respect of debts, claims or liabilities:

Hence,above list accompanied with declarationsigned by the Company Secretary of the company, if any, and not less than two directors of the company, one of whom shall be a managing director, where there is one, stating that

7 In case of listed company and covered under any other act and regulation.  Notice together with the copy of the application to Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.
8 GNL-1(file alongwith INC 23)
(filing application with ROC change in reg. Office)
a) Board Resolution
b) Application to RD Office
c) Postal Ballot Resolutions
d) Postal Ballot Notice
e) Proposed MOA & AOA
f)  Newspaper notice
9 File e-Form INC-23 Application to regional director for approval to shift RO from one state to another (within 30 days of list of creditors) Attachments
♦ Copy of MOA
♦ Copy of minutes of GM
♦ Certified copy of Newspaper
♦ List of creditors & debenture holders
♦ postal ballot notice, mintues and resolution
♦ Declaration by the Company Secretary to the correctness of list of creditors & affairs of the company.
♦ Power of Attorney for authorisation
♦ No objection from creditors
10 In case there is no objection received The application may be put up for orders without hearing & the order either approving or rejecting the application shall be passed within 15 days of the receipt of the application.
11 In case there objection has been received The Regional Director shall call for hearing and direct the company to file an affidavit to record the consensus, it shall pass an order within 60 days of filing the application, it shall pass an order within 60 days of filing the application.
12 File e-Form INC-28 – ROC filing order of RD Within 30 days of receipt of certified copy the order.
13 File e-Form INC-22 for notice of change of situation of registered office of the company within 15 days of approval of INC-28 Attachments
♦ Proof of Registered office address
♦ Utility Bill not older than 2 months
♦ Altered MOA
♦ NOC from owner
♦ Certified copy of order of Regional Director

After Compliance of above provisions, the ROC of the new state i.e. at which registered office will be shifted will issue a fresh certificate of incorporation which will be conclusive evidence of the shift of registered office.

B. FORMS DETAILS WITH DUE DATE

Sr No Form & its particulars Due Date
1 Form MGT 14 for specila resolution Within 30 days of passing resolution
2 Form GNL 1 To be filed simultaneously with filing of form INC 23
3 INC 23 – Application to RD for seeking approval to shift the RO from one state to another At least 1 month after serving notice to creditors

and publication of newspaper advertisement

4 INC 26 – Advertisement to be published in news paper for change of RO from one state to another At least 14 days before the date of hearing given by Regional Director
5 INC 28 – Certified copy of Central Government order(RD) to be filed with ROC Within 30 days of passing of order
6 INC 22 – For shifting of RO and obtaining fresh certificate of incorporation Within 15 days of order passed by RD

C. Process to Shift Registered Office of Company From One State To Other in Detail

Activities Process
Board Meeting

 

 

 

 

 

 

Send Notice of Board Meeting along with Agenda and notes on Agenda to all the Directors, seven clear days before the date of board meeting.
Call And Hold a Board Meeting:
(a) To consider the proposal for shifting of registered office and pass the resolution.
(b) Fix up the date, time, and place of the Extra-Ordinary General Meeting.
(c) Approve the notice of Extraordinary General Meeting and calling of General Meeting.
(d) Authorize the CS or Director to move an application before RD to alter Clause II of Memorandum of Association within whose jurisdiction the registered office of the company (before change) is situated.
(e) The Board shall authorize the Directors severally to see that the consent of the Creditor and debenture holders if any etc. is obtained or that sufficient provisions is made for the discharge of their debts or adequate security is made section 13(5).
General Meeting

 

 

 

 

Send Notice Of General Meeting to all members along with Explanatory Statement (Section-102), Proxy Form, Route Map and Attendance Slip(21 clear days notice or EGM can be held at shorter period by consent of 95% of shareholders)
Call and Hold Extra ordinary General Meeting and Pass the Special Resolution approving the shifting subject to the approval of the RD.
File Form MGT-14 with ROC within 30 days of passing of special resolution with the following attachments:
(a) Copy(s) of Special Resolution(s) along with copy of explanatory statement under section 102.
(b) Altered MOA.
Publication Of Notice Publication of Notice in Newspapern Form No.INC.26 at least 30 days before filing form INC 23 , at least once vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district.
RD (Regional Director) Approval

 

 

 

 

 

 

Prepare an Application in and all relevant annexure to be filled with the REGIONAL DIRECTOR for seeking approval for shifting of the registered office from one state to another.
Send a copy of the application with complete annexure to the REGISTRAR (ROC) And CHIEF SECRETARY OF THE STATE where the registered office is situated at the time of filing the application and obtain acknowledgment for sending the notice.
The Original Application U/s 13(4) along with all necessary Annexure for seeking approval of the Central Government(RD) for shifting of Registered office from one State to another .
 RD approval form named as, Form- INC-23 should be filed along with the fee and the following attachments:-
(a) A copy of MOA and AOA.
(b) Certified True Copy of Board Resolution.
The Petition along with the Enclosure should be Serially Numbered. And scanned copy of the petition is filed in Form INC-23, a Hard Copy of the petition is submitted to the Concerned Regional Director Office in form GNL-1.
RD Order

 

After checking of application with Annexures the hearing will take place at the Regional Director office and it should be represented by the company or practicing professional or advocate. The creditors, if any and the representatives of the company may also represent and are heard before making any order.
The Regional Director will make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.
RD Approval Filed To ROC File e-form INC-28 with ROC along with order of Confirmation given by Central Government for change of registered office.
Final Confirmation To ROC And New COI File e-form INC-22 with ROC along with following attachments:
(COI – certificate of incorporation)

 

 

 

 

 

 

(a) Registered document of the title of the premises of the registered office in the name of the company; or
(b) Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
 Authorization from the owner or authorized occupant of the premises along with proof of Ownership or occupancy authorization, to use the    premises by the company as its registered office.
(c)Document of connection of any utility servicelike telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner/document as the case may be which is not older than 2 months.
(d) The list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address
(e) NOC from the owner of premises.
(f) If the documents are in order, Registrars of both states will approve the forms and registered office change will be updated in register of Registrar and new Certificate of Incorporation will be issued by the Registrar of the State within 30 days, where the company’s registered office is going to be shifted.
After Receiving Incorporation Certificate Mentioned Activities Should Perform

 

 

 

After obtaining certificate of Incorporation Make alteration in the MOA with respect to the state in every copy of Memorandum and following activities:-
(a) Each stationery, banner, signboard, bills, invoice etc. should show the new address and necessary advice should be sent to shareholders, debenture holders, and other concerned parties
(b) Necessary changes are required to be made in the letter-heads, books, records etc. of the company.
(c)The necessary changes are required to be made in PAN, TAN and inform to all the Government departments, banks, customers and others wherever required.

Hope this information helpful for you. Leave your valuable Suggestion/Query in comment box.

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