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:

S. No. Particulars
1. Following documents should be arranged before shifting of registered office from one state to another state:

  • Ownership proof of registered office address.
  • Copy of utility bill (not older than 2 months) of the proposed registered office.
  • No objection certificate from the owner of the premises for using premises as registered office.
2.
  • Prepare notice of board meeting along with draft resolution(s) to be passed in the board meeting.
  • Send notice of board meeting to all the directors
    • at least 7 days before from the date of board meeting or
    • In such manner as prescribed under section 173(3) of the Companies Act, 2013 and clause 1 of the Secretarial Standard-1.
3. Convene board meeting and pass the following resolutions:

  • Shifting of registered office from one state to another state.
  • Engagement of company secretary/chartered accountant/cost accountant/advocate to represent the company before the office of Regional Director.
  • Fix up the day, date, time and venue for calling general meeting.
  • Approving notice of general meeting for passing special resolution for shifting of registered office. (Ensure that the number of members are upto 200 or the company is a one person company, otherwise, the resolution shall be passed through postal ballot).
  • Approval of name of newspapers in which notice should be published.
  • Authorising director/company secretary to sign the documents.
4.
  • Prepare draft minutes of the board meeting and circulate, within a period of 15 days from the date of conclusion of that meeting, to all directors, by hand/speed post/ registered post/courier/e-mail or by any recognised electronic means, for their comment(s).
  • Directors can communicate their comment(s), if any, on the draft circulated minutes within a period of seven days from the date of circulation of the draft minutes.
  • Add the suggested comment(s) given or suggested by any director and finalise the minutes.
  • Enter the minutes, in the minute book of the board meeting, within thirty days from the date of board meeting conclusion.
  • Minutes of the board meeting shall be signed and dated by the chairman of that meeting or by the chairman of the next meeting.
  • The signed minutes duly certified by Company Secretary/any director where Company Secretary is not appointed shall be circulated within 15 days of signing to all the directors as on the date of meeting or appointed thereafter, except those directors who have waived to receive such signed minutes.
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:

  • Total number of members present at the meeting with their shareholding pattern.
  • Members who voted in favour of the proposed resolutions and number of shares held by them.
  • Members who voted against the proposed resolutions and number of shares held by them.
8.
  • Drafting and maintenance of minutes of shareholders’ meeting and for finalization, send the draft minutes to the chairman of that meeting.
  • Minutes of the shareholders’ meeting shall be signed and dated by the chairman of that meeting or in the event of the death or inability of that chairman, by any director, who was present in that meeting and also duly authorised by the board of directors for the signing of the minutes, within thirty days from the date of conclusion of the shareholders’ meeting.
9. File eForm MGT-14 with the Registrar of Companies along with attachments for registering special resolution passed in the general meeting.
10. Arrange following documents:—

  • Copy of the memorandum of association and articles of association;
  • Copy of the notice convening the general meeting along with relevant explanatory statement;
  • Copy of the special resolution sanctioning the alteration by the members of the company;
  • 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;
  • Affidavit verifying the application;
  • List of creditors and debenture holders entitled to object to the application containing details about nature and respective amount;
  • Declaration verifying the list of creditors;
  • Document relating to payment of application fee;
  • Copy of board resolution or power of attorney or the executed vakalatnama, as the case may be.
  • Copy of the no objection certificate from the Reserve Bank of India where the applicant is a registered Non-Banking Financial Company.
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:—

  • Copy of the memorandum and articles of association;
  • Copy of the notice convening the general meeting along with relevant explanatory statement;
  • Copy of the special resolution sanctioning the alteration by the members of the company;
  • 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;
  • Affidavit verifying the application;
  • List of creditors and debenture holders entitled to object to the application;
  • Declaration verifying the list of creditors;
  • Document relating to payment of application fee;
  • Copy of board resolution or power of attorney or the executed vakalatnama, as the case may be.
  • Declaration from directors that no employees shall be retrenched.
  • Copy of acknowledgements of application sent to the registrar and

Chief Secretary/Lieutenant Governor, as the case may be.

  • Declaration by 2 directors regarding list of creditors.
  • Copy of advertisement.
  • Copy of individual notices sent to creditors and debenture holders.
  • Copy of objectives, in tabulated form, if any, received from person affecting by such shifting.
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 INC22 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

  • Certified true copy of Special Resolution in general meeting.
  • Altered memorandum of association.
  • Notice for calling general meeting and Explanatory Statement.
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

  • Copy of altered memorandum of association.
  • Copy of notice of the general meeting along with relevant explanatory statement.
  • Copy of the special resolution sanctioning alteration.
  • Copy of the minutes of the general meeting authorizing such alteration.
  • Power of attorney/ vakalatnama/ board resolution.
  • Affidavit verifying the application.
  • List of creditors /directors /shareholders /debenture holder.
  • Declaration by the company secretary of the company and the directors in regards to the correctness of list of creditors and affairs of the company.
  • Declaration by directors about no retrenchment of the employees.
  • Application as per Section 13(4) of the Companies Act, 2013.
  • Chartered Accountant certificate for list of creditors in the company.
  • Memorandum of appearance.
  • Proof of sending copy of petition to the Registrar of Companies and Chief Secretary
  • Copy of newspaper advertisement.
  • Details of the prosecution/ inspection/inquiry/ pending or filed against the company and its officers in default.
  • Details of objection, if any.
  • Affidavit verifying dispatch and serve of notice along with newspaper cutting regarding change of registered office.
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

  • Copy of the Regional Director Order
  •  Altered memorandum of association.
5. Form INC-22 – For shifting of registered office Within 30 days of the order passed by Regional Director Attachments

  • List of companies (mentioned along with Corporate Identification Number) having same registered office.
  • Certified true copy of the board resolution for change in register office.
  • Proof of registered office address (conveyance/ lease deed, rent agreement, etc.).
  • Copies of the utility bills not older than 2 month.

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