Procedure for Shifting a Private Limited Company’s Registered Office to Another State

Summary: Shifting the registered office of a private limited company from one state to another in India involves several detailed steps as per Section 13(4) to 13(7) of the Companies Act, 2013 and Rule 30 of the Companies (Incorporation) Rules, 2014. Initially, the board must approve the move and schedule a General Meeting to pass special resolutions for both the relocation and the amendment of the “Situation Clause” in the Memorandum of Association. The company must then file E-Form MGT-14 with the Registrar of Companies (ROC) within thirty days of the resolutions. An advertisement regarding the shift must be published in local newspapers and sent to the Central Government, creditors, and debenture-holders. Subsequently, the company files Form INC-23 on the MCA portal, including various annexures such as amended documents and affidavits verifying compliance. Forms GNL-1 and INC-22 are also required to document the change and verify the new office location. Finally, Form INC-28 must be filed with the ROC, including the certified copy of the Central Government’s approval order, to complete the process.

The Procedure for shifting of Registered Office of a Private Limited Company from one State to another State is governed by Section 13(4) to Section 13(7) of the Companies Act, 2013 and read with Rule 30 of Companies (Incorporation) Rules, 2014 which is detailed as follows:

Procedure for Shifting of Registered Office of a Private Limited Company from one State to another State

1. Conducting Board Meeting and passing Board Resolution:

Prior approval of Board of Directors of the Company is necessary for the purpose of shifting Registered Office from one state to another.

Moreover, a resolution for fixing a date and time to conduct General Meeting for the purpose of taking prior approval of the Members of the Company by passing Special Resolution for shifting (whether EGM or AGM as the case may be) is taken in the Board Meeting.

2. Conduct a General Meeting (whether Annual General Meeting or Extra- Ordinary General Meeting):

Following two Special resolutions shall be passed for the purpose of shifting the Registered office from one state to another:-

• Approval of the Members of the Company for shifting of Registered Office from one State to another State.
• Approval of the Members of the Company to Alter the “Situation Clause” of the Memorandum of Association of the Company pursuant to such shifting.

3. File E-Form MGT-14 with ROC on MCA portal:

The requirement of Filing E-Form MGT-14 is governed by Section 117 of Companies Act, 2013 which state that a copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed.

4. Advertisement in Form No. INC-26 :

Advertise in the Form No.INC.26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper with wide circulation in the State in which the registered office of the company is situated.

Provided that a copy of advertisement shall be served on the Central Government immediately on its publication.

Further, serve, by registered post with acknowledgement due, individual notice, to the effect of shifting on each debenture-holder and creditor of the company.

5. File the Application in Form No. INC-23 on MCA portal:

The Company shall within thirty days from the date of publication of advertisement in the above mentioned newspapers in Form No. INC-26, file the application in Form no. INC-23 on the MCA portal.

The application shall contain the following Annexures:

6. Filing of Form GNL-1 at MCA Portal:

File form GNL-1 at MCA Portal pursuant to rule 12(2) of the Companies (Registration offices and Fees) Rules,2014; which is the Form for filing an application with Registrar of Companies.

7. Filing of Form INC-22 at MCA Portal:

As per Rule 27 of Companies (Incorporation) Rules, 2014. The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12 of the Companies Act, 2013.

8. Filing of Form INC-28 at MCA Portal:

The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No.INC.28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.