In India, this is governed by the provisions of Sections 12, 13(1) and 13(4) of the Companies Act, 2013 read with Rule 30 of Companies Incorporation (Second) Amendment Rules, 2017 effective from 27.07.2017
Detailed Procedure:-
1. Issue Notice calling Board meeting for passing resolutions for shifting of Registered office, alteration of Memorandum of Association of the Company and calling extra-ordinary general meeting.
2. Conducting Board Meeting and pass the resolutions.
3. Conducting Extra-ordinary general meeting and pass special resolution for shifting of registered office and the alteration of Memorandum of Association of Company subject to the approval of Central Government (Regional Director).
4. Filing form MGT-14 within 30 days of the date of EGM with following attachments:-
(a) Special resolution along with copy of explanatory statement
(b) Amended MOA
(c) Extract of minutes of EGM
(d) Consent from shareholders for meeting at shorter notice
5. Publication of Notice in Newspaper
The Company shall not more than 30 days before the date of filing of application with the RD in form INC-23, advertise in form INC-26 in the vernacular newspaper in the principal vernacular language of the district and in English language in English newspaper. Provided that the copy of the advertisement shall be immediately served upon the Central Government.
6. Preparing the list of creditors and debenture holders as on date preceding the date of application by not more than 30 days, with the following details:-
(a) The name and address of every creditor and debenture holder of the company.
(b) The nature and the respective amount due to them in respect of the debt.
7. The List of creditors and debenture holders has to be accompanied with Declaration to be signed by the Company Secretary of the Company, if any and not less than two directors of the Company, one of whom shall be Managing Director, where there is one, to the effect that they have made a full equity 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 the 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.
8. The List of Creditors and debenture holders has to be verified by the Statutory Auditor of the Company.
9. The Company is required to send individual notices to the creditors and debenture holders by registered post with acknowledgement due as stated in Rule 30(5) (b).
10. Get the NOCs from the creditors and debenture holders to the aforesaid shifting of registered office.
11. Declaration to be signed by the Company Secretary of the Company, if any and not less than two directors of the Company, one of whom shall be Managing Director, where there is one, to the effect that no employee shall be retrenched as a consequence of shifting of registered office of the company from one state to another.
12. Affidavit regarding the publication, dispatch and service of Notice for shifting of registered office from the Director
13. Affidavit verifying that no inquiry, inspection, investigation or prosecution is pending against the company under any Act.
14. Affidavit verifying that no tax and statutory dues are pending against the company as on date.
15. Affidavit verifying the compliance of the rules
16. Application
17. Affidavit verifying the Application
18. A duly authenticated copy of 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 ordinary business may inspect as prescribed.
19. The Company shall send the Application by registered post to the Chief Secretary of the Union Territory with the following attachments:
(a) Board Resolution
(b) Special Resolution
(c) Copy of MOA with proposed alterations
(d) Copy of the minutes of general meeting at which the resolution was passed giving details of votes cast in favor or against the resolution.
(e) List of Creditors with Declaration verifying the List of creditors / debenture holders
(f) Proof of sending the Notices to creditors
(g) NOCs from creditors
(h) Declaration to the effect that no employee shall be retrenched as a consequence of shifting of registered office of the company from one state to another.
(i) Copy of the advertisements published in the newspapers
(j) Affidavit regarding the publication, dispatch and service of Notice for shifting of registered office from the Director
(k) Affidavit verifying that no inquiry, inspection, investigation or prosecution is pending against the company under any Act.
(l) Affidavit verifying that no tax and statutory dues are pending against the company as on date.
(m) Affidavit verifying the compliance of the rules
(n) Affidavit verifying the Application
20. File form GNL-1 with the ROC with the attachments mentioned in point 19 above and also sending a complete set of the documents along with the proof of dispatch to the Secretary of the Union Territory / State to the Registrar of Companies.
21. File form INC-23 with all the above stated attachments as mentioned in point 19 along with proof of dispatch to the ROC and Secretary of Union Territory / State with the prescribed fees.
22. In case, no objection is received by the Regional Director, the application would be put for order within 15 days of the receipt of application by the Regional Director.
23. Once the Company receives the Order, it is required to file form INC-28 with the ROC within 60 days of the receipt of confirmation.
24. The Company is required to conduct the Board meeting for passing resolution for situation of the Registered office of the Company
25. Thereafter filing of form INC-22 within 30 days of the passing of board resolution.
(Author can be reached at bagnihotri@gmail.com)
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