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A Company has to specify a place as its principal place of business for carrying on the business operations of the Company and such place is called as the Registered Office of the Company. Any changes in the registered office have to be intimated to the Registrar of Companies under whose jurisdiction the Company is registered from time to time. It is the address of a company wherein all the official communications will be sent by any person, any government or regulatory body.

A Company can shift its registered office as and when it deems fit and necessary. A Company to shift its registered office from one state to another state, has to follow the provisions of Section 13(4) of the Companies Act, 2013 read along with Rule 30 of The Companies (Incorporation) Rules, 2014.

Process for Shifting the Registered Office of Company from One State to Other:

1. Send a Notice of Board Meeting to all the directors minimum seven days prior to the date of Board Meeting along with Agenda and notes to Agenda

2. Convene the Board Meeting and pass the necessary resolution for:

a. To consider the proposal for shifting of registered office

b. Fix up the date, time, and place of the Extra-Ordinary General Meeting.

c. Approve the notice of Extraordinary General Meeting along with the Explanatory Statement

d. Authorize the Directors to file an application before the Central Government (Regional Director) to alter the situation clause of the Memorandum of Association.

e. Authorize the practicing professional or advocate to appear before the concerned authorities and do all such acts which are necessary for the shifting

3. Send the Notice of General Meeting to all members along with Explanatory Statement as required under Section-102 of the Companies Act, 2013 along with the Proxy Form, Route Map and Attendance Slip

4. A notice of general meeting shall be sent at least 21 clear days before the date of general meeting

5. Convene the General Meeting and pass the Special Resolution approving the shifting subject to the approval of the Regional Director.

6. Within 30 days of completion of the General Meeting and passing of special resolution, file the Form MGT-14 with Registrar of Companies along with the following attachments:

a. Certified True Copy of Special Resolution passed by the Company along with copy of explanatory statement

b. Copy of the Altered MOA.

7. After the filing of Form MGT-14, the Company has to Publish a Notice in Newspaper in Form INC-26 in one vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and in one English language in an English newspaper with wide circulation in the state where the registered office of the Company is situated.

8. Submit a copy of Advertisement made by the Company immediately with the Regional Director and the Registrar of Companies where the registered office of the Company is situated.

9. Send the copy of Advertisement made by the Company individually to all the Creditors and Debenture Holders of the Company.

10. Prepare an application along with all the relevant annexures to be filed with the Regional Director for seeking approval for shifting of the registered office.

11. Submit a hard copy of the application with the Regional Director, Registrar of Companies, Chief Secretary of the State, Chief Commissioner of Income Tax, SEBI if the company is listed Company and to the concerned regulatory body if the company is regulated under any special act like in case of a NBFC a copy has to be submitted to Reserve Bank of India also.

12. File Form GNL-2 with the ROC for submission of the documents and attach the copy of application made with Regional Director for shifting of registered office

13. The Company has to make an application to the Regional Director for shifting within 30 days of giving the advertisement (Form INC-26) in Form INC-23 along with the following attachments:

i. Certificate of Incorporation

ii. Altered Memorandum of Association

iii. Articles of Association

iv. Copy of the latest Annual report of the Company

v. Copy of the Board Resolution passed by the Company

vi. Copy of the Special Resolution passed by the Company along with Notice of general meeting

vii. Minutes of general meeting giving the details relating to votes cast in favour and against the resolution shall be disclosed.

viii. List of Shareholders and List of Directors

ix. List of Creditors and Debenture Holders of the Company which shall not be older than One Month of filing the application disclosing the nature of it.

x. Auditor Certificate verifying the Creditors list

xi. Memorandum of Appearance

xii. Copy of the objections received by the company and the responses given by the Company

xiii. Shareholding pattern of the Company

xiv. Newspaper cutting of the advertisement made by the Company

xv. Affidavits for –

    • Verifying the list of shareholders,
    • Verifying the list of creditors as per Rule 30(2) of Companies Incorporation Rules, 2014
    • Verifying the petition
    • Retrenchment of employees
    • Publication of Newspaper Advertisement
    • Inquiry/Inspection/Investigation

xvi. Attach proof of service for-

    • Serving the Individual notice to each Creditor and Debenture Holder of the Company
    • Serving the Newspaper Advertisement with Regional Director and Registrar of Companies immediately on publication
    • Serving copy of the application with the Registrar of Companies, Chief Secretary of the State, Chief Commissioner of Income Tax, SEBI and concerned Regulatory Body.

Process for Shifting of Registered Office of A Company from One State to Another State

14. The Petition along with all the annexures filed with the Regional Director shall be Serially Numbered and be initialed by the Directors on every page of it.

15. The Regional Director will verify the application with Annexures and the pass an order of hearing for the same at the Regional Director office and the authorised practicing professional or advocate shall represent the company.

16. The Regional Director will make an order confirming the alteration on such terms and conditions, if any, as it thinks fit.

17. The Company has to file the Form INC-28 with ROC within 30 days of receipt of the Certified Copy of the Order for shifting of registered office.

18. Then the ROC of both the states have to register the same and the ROC where the registered office of the company is being shifted have to issue the fresh certificate of incorporation to the company.

19. The Company has to file Form INC-22 with the ROC within 30 days of receipt of the order of the Regional Director along with the following documents-

i. Proof of Registered office address (Notarised copy of Lease Deed/ Rental Agreement along with rent receipt not older than one month)

ii. Copy of any utility bill which is not older than 2 months.

iii. The list of all other companies with their CIN, having the same address as their registered office address, if any

iv. NOC from the owner of premises.

v. Copy of Altered Memorandum of Association

vi. Order of Regional Director

20. After approval of form INC-22 the company has to revise its letter-heads, Statutory records, name board, invoices etc. with the new address of the Company. The necessary changes are also be required to be made in PAN, TAN, GST or any other registrations made by the Company with the concerned authorities.

Disclaimer: The views, information or opinions expressed herein are compiled by the Legal team of M&K Associates, Company Secretaries, Hyderabad. The above information is solely for disseminating knowledge and private circulation. We are hereby not liable for any loss, damage or inconvenience caused as a result of reliance on such information and we accept no legal liability or other responsibility by or on behalf of any errors, omissions, or statements on this content.

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April 2024