As per Section 12 of the Companies Act, 2013, any Change in the Registered Office of the Company, shall be reported to Ministry of Corporate Affairs, further many companies due to various reasons tend to change their Registered Office of the company.
A. PROCESS OF SHIFTING OF REGISTERED OFFICE WITHIN LOCAL LIMITS OF THE CITY.
1. Hold a BOARD MEETING and pass a Board Resolution for shifting of RO.
2. File E-form INC-22 with attach necessary documents.
Documents Required for E-form INC-22
1. Rent Agreement + Rent Receipt, of the new address.
2.Utility Bill of Premises & NOC from Owner.
3. Copy of the Board Resolutions for filing with ROC.
B. SHIFTING OF REGISTERED OFFICE WITHIN SAME ROC FROM ONE CITY TO ANOTHER CITY.
1. Hold a Board meeting for approval of notice of an Extra-Ordinary General Meeting.
2. Hold an Extra-Ordinary General Meeting of Shareholders of the company.
3. Pass a Special Resolution under section 117 of the Companies Act, 2013.
4. Authorize any Director to file necessary e-forms to ROC.
5. File E-form MGT-14 within 30 days of passing Special Resolution and attach necessary documents.
6. File E-form INC-22 and attach necessary documents
Documents Required for E-form MGT-14
1. Certified True Copy of the Resolution passed in the Extra-Ordinary General Meeting.
2. Notice of General Meeting along with explanatory Statement.
Documents Required for E-form INC-22
1. Certified True Copy of the Resolution passed in the Extra-Ordinary General Meeting.
2. Notice of General Meeting along with explanatory Statement.
3. Rent Agreement + Rent Receipt, of the new address.
4. Utility Bill of Premises & NOC from Owner.
C. PROCEDURE OF SHIFTING OF REGISTERED OFFICE FROM ONE ROC TO ANOTHER ROC WITHIN SAME STATE.
1. Hold a Board meeting and seek approval of Board of Directors to shift the Registered Office from the jurisdiction of one ROC to another and to convene an Extra-Ordinary General Meeting.
2. Hold an Extra-Ordinary General Meeting of Shareholders and Pass a Special Resolution under section 117 of the Companies Act, 2013.
3. Intimate the Chief Secretary of the state about the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.
4. File E-form MGT-14 within 30 days of passing Special Resolution and attach necessary documents.
5. Apply to RD in e-form INC-23 for taking approval.
6. File the order of RD to ROC in E-form INC-28 within 60 days from the date of order of RD.
7. File e-form INC-22 within 30 days of approval of INC-28 and attach necessary documents.
Documents Required for E-form MGT-14
1. Certified True Copy of the Resolution passed in the Extra-Ordinary General Meeting.
2. Notice of General Meeting along with explanatory Statement.
3. Altered copy of Memorandum of Association.
Documents Required for E-form INC-23
1. Board Resolution for shifting of registered office;
2. Special Resolution of the members of the company approving the shifting of registered office;
3. Declaration given by the Key Managerial Personnel or any two directors authorized by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof, Declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;
4. Acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting
Documents Required for E-form INC-22
1. Proof of Registered Office Address such as Rent Agreement.
2. Utility Bill of Premises & NOC From Owner of the new address
3. Copy of the order of the RD
4. Certified true copy of the Resolution passed by the members along with Notice and Explanatory Statement as per Section 102.
D. PROCEDURE OF SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER
1. Call Board Meeting and pass the following Board Resolutions:
> For shifting of registered office from one state to another.
>For alteration of memorandum.
> Approval of notice of EGM and fix day, date and venue of the meeting of members.
> For authorizing and engaging Company Secretary or any other director for issue of notice of meeting of members and to represent the company before Regional Director.
2. Convene EGM and pass special resolution.
3. File e-form MGT-14 with ROC within 30 days from the date of passing of SR.
4. Prepare the application for shifting of registered office to be filed and obtain acknowledgment for sending the notice
√ Regional Director,
√ Registrar (ROC),
√ Chief Secretary of the State where the registered office is situated at the time of filing the application.
5. File E-form GNL-2 stating copy of application send to ROC.
6. Issue advertisement in form INC-26 in vernacular language newspaper and in English newspaper.
7. Serve individual notice to each creditor and debenture holder with acknowledgment due by speed post.
8. Within 30 days from the date of list of creditors, file an application to RD in e-form INC-23 for taking approval for shifting of RO.
9. Copy of order by RD, shall file with each of the ROC of the respective states in e-Form INC-28 within 30 days from receipt of order.
10. File e-form INC-22 within 30 days of receipt of order of RD.
Documents Required for E-form MGT-14
1. Certified True Copy of the Special Resolution passed in the Extra-Ordinary General Meeting
2. Explanatory Statement
3. Altered Copy of MOA
Documents Required for E-form GNL-2
1. Copy of Petition filed to ROC
Documents Required for E-form INC-23
1. A copy of Altered MOA;
2. Copy of minutes of EGM authorizing alteration;
3. Copy of Special Resolution sanctioning the alteration;
4. POA/Vakalatnama/BR
5. Affidavit verifying the application (as per Annexure A);
6. Copy of Newspaper Advertisement;
7. Proof of service of the application to the Registrar, Chief secretary of the state, SEBI or any other regulatory authority, (if applicable);
8. Declaration by directors about no retrenchment of the employees;
9. List of creditors & debenture holders duly verified;
10. Power of Attorney, Memorandum of appearance before RD;
11. Copy of receiving of petition from various departments
12. Copy of any Objections received;
13. Any other documents
Documents Required for E-form INC-28
1. Copy of order of RD.
2. Any other information can be provided as an optional attachment(s).
Documents Required for E-form INC-22
1. Proof of Registered Office Address such as Rent Agreement.
2. Utility Bill of Premises & NOC from Owner of the new address
3. Copy of the order of RD.
4. Certified true copy of the Resolution passed by the members along with Notice and Explanatory Statement as per Section 102.
ANNEXURE A:
List of Affidavits to be filed along with the Application are:
1. Affidavit for dispatch & publication of Newspaper
2. Affidavit for non-retrenchment of employees
3. Affidavit in terms of Rules
4. Affidavit No Dues from Govt.
5. Affidavit to Indemnify
6. Affidavit to verify application
7. Affidavit to verify creditors
8. Affidavit to verify the dispatch of Petition to Chief Secretary
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About the Author
Author is Divya Goel, ACS working as Assistant Manager- Company Secretary with Neeraj Bhagat & Co. Chartered Accountants, a Chartered Accountancy firm helping foreign companies in setting up business in India and complying with various tax laws applicable to foreign companies while establishing their business in India.
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