“Discover the seamless process of shifting a company’s registered office from one state to another. Explore the legal intricacies, steps, and required documents, from altering the memorandum through special resolutions to obtaining Central Government approval. Navigate Rule 30 and Rule 31 of the Companies (Incorporation) Rules, 2014, and ensure a smooth transition with detailed insights.”
Change of Registered office From one state to another state
[Rule-30 of The Companies (Incorporation) Rules, 2014]
Registered office of the Company
> 12. Registered Office of Company
> 12(1) A company shall, [within thirty days of its incorporation] and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.
> 12 (4) Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar 11[within fifteen days] of the change, who shall record the same.
Rule 27 Notice and Verification of Change of Situation of the Registered Office.-
> The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.
Change of Situation clause of MOA- MGT-14
> Memorandum of association (MOA) is the charter of the company Step1: Alter situation clause of MOA by filing MGT-14
Alteration in the Registered Office Clause [Section 13 (4) (5) and (7)]
> Further section 13(6) provides that a company shall, in relation to any alteration of its memorandum, file with the Registrar the special resolution passed by the company under section 13(1).
> Section 13(10) provides that no alteration made under this section shall have any effect until it has been registered in accordance with the provisions of the said section.
Alteration of Registered office clause
From one state to another state- MOA to be altered
Procedure for Alteration of MOA consequent to change of registered office from one state to another state
> The change of registered office from one State to another State involves alteration of memorandum, and the change can be effected by a special resolution passed by the company which must be confirmed by the Central Government on an application made to it [Section 13(4)].
> According to Section 13(1) of the Act, a company may, by special resolution and after complying with the procedure specified, alter the provisions of its memorandum.
> Further, the alteration of the provisions of the memorandum relating to the change of the place of its registered office from one State to another shall not take effect unless it is confirmed by the Central Government on an application made to it in the prescribed form and manner [Section 13(4)].
> The Central Government shall dispose of the application under sub-section (4) within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company or that a sufficient provision has been made by the company either for the due discharge of all its debts and obligations or that adequate security has been provided for such discharge. [Section 13(5)].
> A company shall, in relation to any alteration of its memorandum involving change of registered office from one State to another, file with the Registrar the special resolution passed by it in MGT- 14 [Section 13(6)].
> Where an alteration of the memorandum results in the shifting of the registered office of a company from one State to another, a certified copy of the order of the Central Government approving the alteration shall be filed by the company with the Registrar of each of the States within 30 days time from the receipt of the certified copy of the order and in INC-28, who shall register the same, and the Registrar of the State where the registered office is being shifted to, shall issue a fresh certificate of incorporation indicating the alteration. [Section 13(7) read with Rule 31 of the Companies (Incorporation) Rules, 2014].
Board Meeting and EGM for Registered office change
Procedure to be followed as laid down in Rule 30 of the Companies (Incorporation) Rules, 2014 (as amended from time to time) are enumerated below:
1. Send notice of Board Meeting at least seven days before the date of Board Meeting for:
> Shifting of Registered office form one state to another state.
> Approval of Notice for Calling of Extraordinary General Meeting (EGM) for passing special resolution for altering the memorandum.
> Authorization to Director/ Company Secretary to sign the documents.
> Engagement of Company Secretary to represent the company before Regional Director (RD).
2. In Case of Listed Company, at least 7 days before of the Board Meeting, publish notice of the board meeting in the newspaper. Simultaneously, send the copies of said publication to the Stock exchanges.
3. Hold the Board Meeting and approve the:
Resolution Shifting of Registered office from one state to another state.
> Notice for Calling of EGM for passing special resolution for shifting of registered office.
> Authorization to Director/ Company Secretary to sign the documents.
> Engagement of Company Secretary to represent the company before RD.
4. Intimate the Stock Exchanges about passing of resolution in the board meeting at the earliest within 24 hours of the occurrence of such event or information and in case of any delay the disclosure should be made along with an explanation for such delay [Regulation 30(6) of SEBI(LODR)Regulations, 2015].
5. Send Notice of the EGM to at least 21 days clear days before the members of the company. Send copies of the notice to the stock exchanges simultaneously. Also, an intimation to be sent to the concerned stock exchanges that the notice of the extra-ordinary general meeting was sent to the shareholders of the company at the earliest within 24 hours of the occurrence of such event or information and in case of any delay the disclosure should be made along with an explanation for such delay. [Regulation 30(6) of SEBI (LODR) Regulations, 2015].
6. Publish the notice of EGM in newspaper and send the copy of such publication to the stock exchanges.
7. Hold EGM of the company and pass the special resolution for shifting of registered office from one state to another state and authorize Director/ Company Secretary to sign/ file/ deal with department.
8. Intimate about the proceedings of the EGM and the amendments to the memorandum and articles of association to the stock exchanges at the earliest within 24 hours of the conclusion of such extraordinary general meeting and in case of any delay the disclosure should be made along with an explanation for such delay. [Regulation 30(6) of SEBI (LODR) Regulations, 2015].
9. File e-form MGT-14 with ROC for registering special resolution passed in the EGM within 30 days from the date of passing such resolution.95
10. Prepare the application for shifting of registered office to be filed to RD. File a copy of the application along with all annexures to ROC in form INC-23 along with the following annexures/ attachments:-
INC-26 – Advertisement before filing application to Regional Director
> The company shall, not more than thirty days before the date of filing the application in Form No. INC-23 –
> (a) advertise in the Form No.INC-26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper with the widest circulation in the State in which the registered office of the company is situated:
> Provided that a copy of advertisement shall be served on the Central Government immediately on its publication.
> (b) serve, by registered post with acknowledgement due, individual notice, to the effect set out in clause (a) on each debenture-holder and creditor of the company; and
> (c) serve, by registered post with acknowledgement due, a notice together with the copy of the application to the 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.
Rule 30
30. Shifting of registered office from one State or Union territory to another State.–
(1) An application under sub-section (4) of section 13, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC.23 along with the fee and shall be accompanied by the following details and documents, namely:-
(a) a copy of Memorandum of Association, with proposed alterations;
(b) a copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of the number of votes cast in favour or against the resolution;
(c) a copy of Board Resolution or Power of Attorney or the executed vakalatnama, as the case may be.
(2) There shall be particulars of , a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details in the application, namely:-
(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:
Provided that the list of creditors and debenture holders, accompanied by declaration signed 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
(i) they have made a full enquiry into the affairs of the company and, having done so, have concluded that the list of creditors are correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge, and
(ii) no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief secretary of the concerned State Government or the Union territory.
(3) A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.
(4) There shall also be attached to the application a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.
Provided that the applicant need not to submit separate copy of application with the Registrar and an intimation of filing of application in Form no. INC-23 with the
Regional Director shall be shared with the Registrar thro
Provided that the list of creditors and debenture holders, accompanied by declaration signed 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
(i) they have made a full enquiry into the affairs of the company and, having done so, have concluded that the list of creditors are correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge, and
(ii) no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief secretary of the concerned State Government or the Union territory.
(3) A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.
(4) There shall also be attached to the application a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.
Provided that the applicant need not to submit separate copy of application with the Registrar and an intimation of filing of application in Form no. INC-23 with the Regional Director shall be shared with the Registrar through MCA system.
Rule 30 continued
(5) The company shall, not more than thirty days before the date of filing the application in Form No. INC.23 –
(a) advertise in the Form No. INC.26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper with wide circulation in the state in which the registered office of the company is situated:
Provided that a copy of advertisement shall be served on the Central Government immediately on its publication.
(b) serve, by registered post with acknowledgement due, individual notice, to the effect set out in clause (a) on each debenture-holder and creditor of the company; and
(c) serve, by registered post with acknowledgement due, a notice together with the copy of the application to the 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.
(6) There shall be attached to the application a duly authenticated copy of the advertisement and notices issued under sub-rule (5), a copy each of the objection received by the applicant, and tabulated details of responses along with the counter -response from the company received either in the electronic mode or in physical mode in response to the advertisements and notices issued under sub-rule (5).
(7) Where no objection has been received from any person in response to the advertisement or notice under sub-rule (5) or otherwise, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of the application.
(8) Where an objection has been received,
(i) the Central Government shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.
(ii) where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.
(9) The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit, and may include such order as to costs as it thinks proper:
Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.
(10) On completion of such inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, shifting of registered office shall be allowed.
Rule 31 Companies (Incorporation) Rules,2014
> The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No.INC.28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.
Application to RD by filing INC-23(Application to the Regional Director for approval to shift the Registered office from one state to another state or from jurisdiction of one Registrar to another Registrar within the same State [Pursuant to section 12(5) and 13(4) of the Companies Act, 2013 and rule 28 and 30 of the Companies (Incorporation) Rules, 2014]
Rule 30 and Rule 31 of the Companies (Incorporation) Rules, 2014 deal with the procedure for shifting the registered office of a company from one state or Union Territory to another state.
> According to Rule 30, the company has to submit an application to the Central Government in Form No. INC.23 along with a copy of the special resolution, a list of creditors and debenture holders, and a declaration that no employee will be retrenched as a result of the shift.
> According to Rule 31, the Central Government will confirm the alteration of the memorandum within 60 days of filing the application, after considering the objections of any person affected by the shift. The confirmation order will be filed with the Registrars of both the states within 30 days of its receipt in form INC-28.
Application for shifting of registered office to be filed to RD. File a copy of the application along with all annexures to ROC in form INC-23 along with the following annexures/ attachments:-
a. Copy of the Memorandum and Articles of association.
b. Certified true copy of the special resolution passed approving the shifting of the registered office of the company and Copy of the notice convening the extra-ordinary general meeting along with relevant explanatory statement pursuant to Section 102.
c. Copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution.
d. An affidavit verifying the application.
e. The list of creditors and debenture holders entitled to object to the application.
f. An affidavit verifying the list of creditors.
g. The document relating to payment of application fee.
h. A certified true copy of the board resolution authorizing such alteration and Power of Attorney or the executed Vakalatnama, as the case may be.
i. A list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details, namely:-
the names and address of every creditor and debenture holder of the company;
the nature and respective amounts due to them in respect of debts, claims or liabilities.
INC-23 Attachments ( Continuation)
j. An affidavit, signed 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, to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge.
k. An affidavit from the directors of the company that no employee shall be retrenched as a c onsequence of shifting of the registered office from one state to another state.
l. A copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory / SEBI / regulatory authority as the case may be where the registered office is situated at the time of filing the application.
m. Proof of serving by registered post individual notice(s) to debenture holder(s) and creditors of the company.
n. Details that objecting creditors/depositors/debenture holders have been discharged with their due debts/ has given consent to such alteration.
o. Details of prosecution/inquiry/inspection.
p. Copy of the Notice published in two different newspapers which is not one month before filing of the application in case of shifting of registered office from jurisdiction of one RoC to another within the same state.
q. Copy of publication of notice in newspaper which is not 14 days before the date of hearing in case of shifting of registered office from one state to another in two languages i.e. one in English and in vernacular language of the district in which the office is situated.
r. Statement of reasons for shifting the registered office of the company from one state to another/ from jurisdiction of one RoC to another.
s. Justification alongwith the details of objections if any received in response to the advertisement.
Declaration by director signing INC-23
*Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.
*All the required attachments have been completely and legibly attached to this form.
*Any application, writ petition or suit had not been filed regarding the matter in respect of which this petition/application has been made, before any court of law or any other authority or any other Bench or the Board and not any such application, writ petition or suit is pending before any of them.
*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.
*The company shall not seek change in the jurisdiction of the Court where cases for prosecution are pending.
*No employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory.
*A full enquiry has been made into the affairs of the company and, having done so, it is concluded that the list of creditors are correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge.
RD- Regional Director approval
In case of No objections:
A duly authenticated copy of the advertisement and notices issued under sub-rule (5), a copy each of the objection received by the applicant, and tabulated details of responses along with the counter response from the company received either in the electronic mode or in physical mode in response to the advertisements and notices issued under sub-rule (5)of Rule 30 attached to application to RD
If, no objection has been received from any person in response to the advertisement or notice under sub-rule (5) of Rule 30 or otherwise, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of the application by RD
If any objection from stake holders:
> (i) the Central Government shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.
> (ii) where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.
RD order
> The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit, and may include such order as to costs as it thinks proper:
> Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.
> On completion of such inquiry, inspection or investigation as a consequence of which no prosecution is
envisaged or no prosecution is pending, shifting of registered office shall be allowed.
Filing of order in INC-28:
The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No.INC.28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.
INC-22-Form for Registered office change
> Once the order is passed by the RD, approving shifting of the registered office, file form INC- 22 with the ROC along with supportive documents :-
> The registered document of the title of the premises of the registered office in the name of the company; or
> The notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
> The 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; and
> The proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months;
> The proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months;
> Copy of order passed by the competent If the documents are in order, Registrars of both states will approve the forms and the change in registered office will be updated in register of companies with the 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.
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