Article Explain Process for change of Registered Office from One State to another under Companies Act, 2013.
| SR. NO. | COMPLIANCE | SR. NO. | COMPLIANCE |
| 1. | Board Resolution shall be passed for approval of change of Registered Office from one State to another State; | 10. | Application shall be filed with ROC in e-form GNL-1 along with the detailed Application with all Annexures including proof of service of the application to the Chief Secretary; |
| 2. | Special Resolution shall be passed in the General Meeting for approval of change of Registered Office from one State to another and alteration of MOA; | 11. | E-form INC-23 for application to R.D. within one month of list of creditors along with the following documents/ attachments;
ü Copy of altered MOA & AOA; ü Certified True copy of Notice of General Meeting with Explanatory Statement; ü Certified True copy of Special Resolution; ü Copy of minutes of the General Meeting at which the resolution authorizing alteration was passed with the no. of votes cast in favour and against; ü Certified copy of Newspaper Advertisement; ü List of Creditors and Debenture Holders; ü Proof of service of the Notice inviting objections sent to Creditors and Debenture Holders; ü Proof of service of the application along with the authenticated copies of notices inviting objections sent authorities mentioned in Point No. 9; ü Affidavit from Directors; ü Affidavit verifying the application; ü Affidavit verifying the dispatch of notices; ü Affidavit verifying the list of creditors and debenture holders and affairs of the Company; ü Affidavit verifying on-retrenchment of Employees; ü Affidavit cm undertaking from the directors to meet future debts, liabilities etc.; ü Affidavit that neither any inquiry, inspection or investigation initiated against the Company nor any prosecution is pending against the company; ü Auditors Certificate verifying the list of creditors; ü Power of Attorney; ü NOC from Creditors/ debenture holders or copy of objections received; ü Other attachments as prescribed in e-form help kit. |
| 3. | E-form MGT-14 shall be filed with the ROC within 30 days of passing the Special Resolution along with;
ü Special Resolution with Explanatory Statement; ü Altered MOA; ü Any other relevant documents. |
12. | Filing of application with complete Annexure in physical form the Regional Director including challan of filing of e-form INC-23; |
| 4. | List of Creditors and Debenture Holders, if any, drawn up to not more than 1 month preceding the date of application; | 13. | In case there is no objection from any person then the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within 15 days of the receipt of the application. |
| 5. | List of Creditors and Debenture Holders, if any shall be kept open for inspection at the Registered Office; | 14. | Where objection is received, the RD shall call for hearing and it shall pass the order within 60 days of filing application; |
| 6. | Newspaper Advertisement in Form INC-26 as per Rule 30(5)(a) shall be published not more than 30 days before the filing of e-form INC-23; | 15. | E-form INC-28 shall be filed for registration of order of RD within 30 days from the date of receipt of certified copy of the order; |
| 7. | Copy of Newspaper Advertisement shall be served on the Central Government immediately on its publication; | 16. | E-form INC-22 for notice of change of situation of registered office of the company shall be filed within 30 days of approval of the new address along with the following attachments;
ü Proof of Registered Office Address; ü Copy of Utility Bill not older than 2 months; ü Altered MOA; ü Certified true copy of order of RD; ü NOC from Owner of the premises; ü List of all companies having the same registered office address, if any |
| 8. | Individual Notice as per Rule 30(5)(b) shall be sent for inviting objection from the Creditors and Debenture Holders, if any not more than 30 days before filing of INC-23; | ||
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9. |
Sending by registered post, not more than 30 days before filing e-form INC-23, with acknowledgement due, the notice inviting objection as per Rule 30(5)(c) together with the copy of application to;
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