Summary: Shifting a company’s registered office from one state to another involves complex administrative and legal processes. This article provides a detailed roadmap for navigating this transition smoothly. Key steps include obtaining necessary approvals through board and EGM resolutions, filing required notices with the Registrar of Companies, and notifying stakeholders through verified lists and newspaper advertisements. Detailed preparations, including documentation of financials and compliance affidavits, are essential before filing applications with authorities like the Chief Secretary and Regional Director. Upon approval, updating MOA clauses, notifying stakeholders, and updating records with government agencies are crucial steps to complete the process effectively. By following these steps diligently, companies can ensure compliance and a seamless transition of their registered office.
Shifting a company’s registered office from one state to another is like navigating a ship through uncharted waters. It is a journey involving myriad of administrative, legal, and regulatory intricacies that requires meticulous attention to detail. This article serves a comprehensive roadmap, guiding you through the entire process to ensure a smooth transition while meeting all necessary requirement.
Essential Approvals Before Embarking on Your Journey
Before you embark on this journey, securing the essential approvals is crucial. Here’s what you need to do:
1. Convening the board meeting: obtaining director’s approval for
- Shifting of office from one state to another (Section 12)
- Alteration of situation clause in the Memorandum of Association (MOA) (Section 13)
- Authorising a Director/Company Secretary to sign the documents.
- Engaging a company secretary to represent the company before authorities. (Rule 30)
- Calling an Extra Ordinary General Meeting (EGM) to pass a special resolution for the change.
2. Convening the Extra Ordinary General Meeting:
- The EGM can be called on a shorter notice, if at least 95 % of the members the consent in writing.
- Obtaining approval through special resolution for alteration in MOA and for shifting of registered office under section 12 (5) and 13 (1) of the act.
3. Filing Notice of special resolution with Registrar of Companies (ROC)
- Submit a certified copy of the special resolution in Form MGT-14 within 30 days of the EGM, as required by Section 117
Informing Stakeholders About the Change
After securing the necessary approvals, the next step is to inform the stakeholders about the change –
1. Preparation of list of Creditors and Debenture Holders:
- This list should include the name and address of every creditor (secured and unsecured) and debenture holders, detailing the amounts due.
- The list must be verified by an independent Chartered Accountant and kept at the registered office for public inspection.
- The list should not be older than one month from the date of filing of application.
2. Publication of Advertisement in Newspapers:
- The advertisement must be published no more than 30 days before filing the application, both in a vernacular newspaper in principal vernacular language in district and an English-language newspaper with wide circulation in the state.
- This notice allows the public to file objections within 14 days of publication.
A copy of advertisement shall be served on regional director immediately on its publication
3. Notice to creditors and debenture holders of the company
- The notice in the manner specified above should be sent to every identified creditor and debenture holder, allowing them to file objections within 14 days.
- Notices must be served individually through registered post with acknowledgment
Preparation of application and related annexures
Prepare the application under Section 13(4) with details of the case and the required annexures, such as:
1. Duly authenticated and certified true copies of –
- Certificate of incorporation, Memorandum of Association and Article of association of the company
- List of shareholders.
- EGM notice along with the explanatory statement sent to the members of the company.
- Special resolution passed in the EGM.
- Minutes of the EGM, giving details of vote cast in favour or against the resolution.
- Newspaper in which public notice have been published
- List of creditor and debenture holder to whom notice has been dispatched.
- Last audited financials of the company
- MGT -14 filed with the ROC along with the challan receipt and form INC -33.
- Certificate from the independent chartered accountant verifying the list of creditor and debenture holder.
- Board resolution authorising engagement of authorised representative.
2. Postal receipts evidencing the dispatch of
- Notice to the creditors of the company
- Copy of application to the ROC of the state where office is situated.
- Copy of application to the Chief Secretary to the State Government.
3. Filing of affidavits by any of the two directors of the company and by a company secretary if appointed by the company in respect of the following matters separately –
- Verification of list of creditors and debenture holders
- Proving the dispatch, publication and service of notice and advertisement
- No retrenchment of employees of the company
- Compliance with the requirements of Section 13 and Companies (Incorporation) Rules, 2014
- Satisfaction of future demand of statutory authority
- No enquiry, inspection, investigation and prosecution pending under companies’ act.
- No dues to State Government and Public deposit.
- Verification of application
4. Objection received from the company along with the tabulated details of response by the company against the objection.
5. Memorandum of appearance or Vakalatnama issued in favour of representative.
Filing of application with the authorities
1. Chief Secretary to the State Government
Submit the copy of application with annexures to the Chief Secretary of the concerned State Government for approval before filing with the ROC
2. Filing of application with Registrar of Companies
File the application in Form GNL-1 with the ROC before filing the application with RD and sending a physical copy of the application and annexures by registered post.
3. Filing of application with Regional Director
Submit the application in Form INC-23 with annexures to the Regional Director and serve a physical copy of the application.
Approval by Regional Director:
- No objection received – In such case, the RD shall review the application and pass an order without hearing within 15 days of receipt of application.
- Objection received – (Consensus reached) Convene the hearing of parties and direct the company to file an affidavit recording the consensus reached at the hearing, upon execution of which RD shall pass an order within 60 days of filing of application.
No consensus reached – Affidavit to be filed by the company in the manner specified under Rule 30 (8) (ii) of the Incorporation rules, 2014. Upon execution of which RD shall pass an order within 30 days from the date of application.
Filing of copy of order with Registrar of companies
On receipt of order from RD, file the copy of order with ROC in Form INC -28 within 30 days from the date of receipt of order.
Intimation of shifting the registered office to the ROC
After filing form INC -28, submit an application in form INC -22 with the ROC intimating the change of registered office within 15 days from receipt of order. Upon verification of which a fresh certificate of incorporation and CIN shall be issued by the registrar of company marking the completion of the process.
Impact of shifting of registered office
Once the change is officially recognized through the new Certificate of Incorporation (COI), the company should implement necessary updates internally and externally, including:
- Updating the MOA: Revise the situation clause in every copy of the MOA.
- Revising Signage: Replace the registered office address and Corporate Identification Number (CIN) on all signboards, letterheads, and business materials.
- Notifying Stakeholders: Inform shareholders, directors, lenders, and banks of the new address.
- Updating Tax Information: Apply to the income tax authorities for updating the address on TAN and PAN.
- Informing Government Authorities: Notify the GST department and other relevant authorities, including customs and excise.
- Updating Records with NSDL: Update the new address with NSDL and the Registrar & Transfer Agent (RTA), if applicable.
- Informing Labour Statutory Authorities: Notify relevant authorities under EPF, Gratuity, and the Factories Act.
By following these steps meticulously, you can navigate the complexities of shifting your company’s registered office with confidence, ensuring compliance and a smooth transition.
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