Article contains Checklist for Change Of Registered Office of a Company From One State To Another State under Companies Act, 2013. Checklist specifies Board Resolution, Special Resolution, Filing of eForm MGT-14, Newspaper advertisement in INC-26, Sending of Individual Notice inviting objection to debenture-holder & creditor of the company, Preparing the application for shifting of registered office to be filed to Regional Director, Filing e-Form INC-23, Filing e-Form INC-28, Filing e-Form INC-22 etc.
Checklist – Change Of Registered Office of Company From One State To Another State
| S.NO. | Particulars | Compliance |
| 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 | ♦ 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. |
| 6. | Sending of Individual Notice inviting objection to debenture-holder & creditor of the company. | As per Rule 30 sub rule 5(b) |
| 7. | Prepare the application for shifting of registered office to be filed to Regional Director. Submit the copy of the said application with Chief Secretary with the respective state. | As per Rule 30sub rule 5(c) |
| 8. | File e-Form INC-23 for approval of Regional Director 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 ♦ Copy of application served to chief secretary of the state ♦ 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 |
| 9. | 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. |
| 10. | 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. |
| 11. | File e-Form INC-28 for registration of order of Regional Director | Within 30 days of receipt of certified copy the order. |
| 12. | 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 |
The changes needs to notify in PF , ESIC, Shop & establishment, employment exchange, and other statuary compliance.
I think time-limit for INC-26 needed to be checked once.
INC 23 has been approved on cost of Rs 5000/-. can you please guide for how payment has to be made?
How much would be the cost for shifting of Registered office from mumbai to Bangalore
What is the format or the form for filing the application to chief secretary of the state, which is to be attached in Form INC23
Hi Komal,
Thank you for sharing the procedure.
It would be great if you can provide an appropriate format of notice to be published in newspaper for shifting of registered office.
INC 22 within 15 days from the date of approval of Form INC 28 or 30 days from the date of order of Regional Director. Kindly confirm
Hi,
INC-26 is not available on MCA site. Then do we need to file it?