SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE
A registered office is the official address of a company to which all official letters, notices and reminders will be sent by any person, any government or non-government or regulatory body. In terms of Section 7 of the Companies Act, 2013 (Act), all registered companies are legally required to have a registered office address in India from the date of commencement of business or within fifteen days from the date of incorporation.
Out of State Shifting of the Registered Office under the Companies Act, 2013 Provisions relating to shifting of the registered office from one state to another are contained in Section 13(4) of the Companies Act, 2013 which are detailed in the rule 30 of The Companies (Incorporating) Rules, 2014.
As per Section 12 and 13 of Companies Act, 2013 and Companies (Incorporation) Rules, 2014 states the law and procedure regarding the change in registered office of the company from one state to another state.
The provisions and procedures relating to shifting of Registered Office from one state to another state are as follows:
|1.||Following documents should be arranged before shifting of registered office from one state to another state:
|3.||Convene board meeting and pass the following resolutions:
|5.||Send notice of general meeting to all directors, shareholders, auditors, secretarial auditors and Debenture Trustee, if any, of the company at least 21 days before the date of general meeting. However, notice may be given at a shorter period of time if consent in writing is given thereto, by physical or electronic means, by not less than ninety five percent of the members entitled to vote at such meeting in case the matter is considered in Annual General Meeting, however, if the matter is taken in Extra Ordinary General Meeting, then shorter notice of general meeting may be given subject to:—
(i) In case company have share capital, consent of majority members entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or
(ii) In case company have no share capital, consent of members not less than ninety-five per cent of the total voting power exercisable at that meeting.
In case resolution is to be passed by Postal Ballot, please follow the procedure of passing of resolution through Postal Ballot.
(However, private companies can opt their own regulations with respect to notice of General Meeting.)
|6.||Convene general meeting to pass the special resolution and to take Shareholders approval for shifting of registered office from one state to another.|
|7.||Maintain proper record for:
|9.||File e–Form MGT-14 with the Registrar of Companies along with attachments for registering special resolution passed in the general meeting.|
|10.||Arrange following documents:—
|11.||Prepare an advertisement in for INC-26 for publication in newspapers.|
|12.||Application should be advertise at least 30 days before the filing of application in the Form No. INC-26 in a 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 having wide circulation in that State.|
|13.||Arrange list of creditors and debenture holders of the company.|
|14.||Serve, by registered post with acknowledgement due, individual notice to each creditor and debenture holder, if any, and to the Registrar of Companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.|
|15.||Where any objection of any person whose interest is likely to be affected by the proposed application has been received by the applicant, prepare a tabulated response of the same.|
|16.||File the application with the Registrar of Companies in e-Form GNL-2 along with attachments.|
|17.||Send a copy of the application to the Chief Secretary (Existing) in case of State and to the Lieutenant Governor in case of Union Territory, as an advance copy for their report.|
|18.||Prepare an application to be filed with the Regional Director (Existing Jurisdiction).|
|19.||File the application with the Regional Director (Existing) in e-Form INC 23 along with the following attachments:—
Chief Secretary/Lieutenant Governor, as the case may be.
|20.||Send the original copy of the petition to the Regional Director (Existing) either by hand or by speed post.|
|21.||After filing the application to the Regional Director office, professional will be required to appear before the Regional Director office (Existing).|
|22.||After attending hearing, the Regional Director office will issue the order relating to shifting of registered office from one state/union territory to another state/union territory.|
|23.||File the Regional Directors’ order with the Registrar of Companies in e-Form No. INC 28 along with order within the time specified in the order.|
|24.||File e-Form INC 22 with the Registrar of Companies, And any change in situation of the registered office thereafter, the company is required to notify to Registrar in eForm INC–22 within fifteen days of such change of registered office.|
|25.||A certified copy of the order passed by regional director, approving the alteration, shall be filed with Registrar of each state. Obtain fresh certificate of incorporation from the Registrar of Companies of the state where the registered office is being shifted.|
|26.||Submit the confirmation order from Regional Director for shifting of registered office from jurisdiction of one Registrar to another Registrar.|
|27.||Change of location of registered office shall be noted in the name on the board fixed on the outside of every office of the company, its letter head, business letters, bills of exchange and other documents where the registered office needs to be mentioned.|
|28.||Give intimation of change in location of registered office to all the concerned departments and make necessary corrections in the name board, letterhead and records of the company.|
FORMS TO BE FILED AND DUE DATE
|S. No.||Form & its particulars||Due date||Compliance|
|1.||Form MGT-14 – for filing of special resolution||Within 30 days from the date of passing of Special Resolution||Attachments
|2.||Form GNL-2||Before filing of e-form INC 23||–|
|3.||Form INC-23 -Application to Regional Director (RD) for seeking approval to shift the RO from one state to other||Within 30 days from the date on which list of creditors and debenture holders drawn.||Attachments
|4.||Form INC-28 – certified copy of Central Government order (RD) to be filed with ROC||Within 30 days of order passed by Regional Director||Attachments
|5.||Form INC-22 – For shifting of registered office||Within 30 days of the order passed by Regional Director||Attachments