Shifting of Registered Office, from one state to another, can often come across as a tedious and complex process, especially because of the stringent timelines laid down in the statutes.
Our Article aims to summarize the process in a simplified and lucid manner, for ease of reference.
Governing Laws:
1. Section 13(4) of the Companies Act, 2013.
2. Rule 30 of the Companies (Incorporation) Rules, 2014.
3. Secretarial Standards 1 and 2 issued by the ICSI.
| S. No | Related Section/Rule | Particulars | Timeline |
| 1. | Section 173 read with SS-1 | Convening of a Board Meeting to discuss the following:
|
Notice of Board Meeting to be circulated 7 days before the date of meeting. |
| 2. | Section(s) 100 and 102 read with SS-2 | Circulation of the EGM Notice to the shareholders to approve the Shifting of Registered Office and alteration in the Memorandum of Association of the Company.
Special Resolution is required to be passed in this regard. |
Notice and Explanatory Statement of EGM to be circulated 21 clear days before the date of EGM. |
| 3. | Section 117 | File the Certified Copy of Special Resolution with the Registrar of Companies (ROC) via E-Form MGT 14. | Within 30 days from the date of convening of EGM. |
| 4. | Rule 30 of the Companies (Incorporation) Rules, 2014. | Publication of a Newspaper Advertisement in:
The Advertisement shall be kept open for not more than 14 days. Intimation to the RD and ROC about the publication of such advertisement immediately upon publishing. |
Not >30 days before filing of INC-23. |
| 5. |
Rule 30 of the Companies (Incorporation) Rules, 2014. |
Preparation of a List of Creditors and Debenture holders (if any), to be verified by the Statutory Auditor of the Company. | Not older than one month from the date of filing of Form INC-23.
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| 6. | Application along with complete annexures to the Chief Secretary of the concerned State Government. | Before the filing of Form INC-23. | |
| 7. | Filing of Form INC-23, shifting application, along with necessary attachments.
Filing of Form GNL-2, for intimation to the ROC, along with necessary attachments. To be submitted both online and physically. |
Within 30 days from the date of the list of creditors or publishing of the advertisement, whichever is earlier. | |
| 8. | After checking of the application and attachments, the Regional Director shall accord approval. | ||
| 9. | Section 13(7) of the Companies Act, 2013. | Filing of Form INC-28 with the Registrar of Companies.
Certified Copy of Order of the RD to be intimated. |
Within 30 days from the date of passing of certified copy of order. |
| 10. | Section 12 of the Companies Act, 2013. | Intimation of change of registered office with the Registrar of Companies, by way of filing E-Form INC-22.
Upon successful verification, a new CIN shall be allocated to the Company and a new Certificate of Incorporation shall be generated. |
Within 15 days of confirmation by the RD. |
| 11. | Once, the approval is received, the following changes are required to be effected on the part of the Company:
A. Every banner, invoice, bills, etc. to reflect the changed address. B. Changes to be affected in the PAN and TAN and inform to all other Government Departments. |
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Conclusion: Navigating the process of shifting a registered office across states involves adherence to statutory timelines and procedures. By following the outlined steps under the Companies Act, 2013, companies can ensure a smooth transition while complying with legal requirements.
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For any further queries or information required, reach out on nupuramc@gmail.com.
This Article has been penned by FCS Nupur Choudhuri, Founder, and CS Antika Mukherjee, Management Trainee at N. Choudhuri & Co, Company Secretaries.
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