Shifting of Registered Office from One State to Another: Draft Resolutions with Complete Procedure and Attachments
The registered office of a company is a pivotal aspect, and its relocation from one state to another requires meticulous planning and adherence to legal procedures. This article outlines the comprehensive process, including draft resolutions and necessary attachments, ensuring compliance with the Companies Act, 2013.
REGISTERED ADDRESS OF A COMPANY
The registered office of a company refers to its official address as recorded in the government’s registration documents. The registered office of a company is mentioned in Clause II of the Memorandum of Association (MOA). The registered office is the office where the company receives all the communications and notices sent to it. The address of the registered office needs to be given to the Registrar of Companies (ROC) which is furthermore mentioned in the master data of MCA. As per Section 12(2) of the Companies Act, 2013, a company shall within thirty days of incorporation furnish to the ROC, verification of its registered office in the prescribed manner.
SHIFTING OF REGISTERED ADDRESS FROM ONE STATE TO ANOTHER UNDER THE JURISDICTION OF ANOTHER ROC
Section 13(4) of the Companies Act, 2013 deals with the shifting of the registered office of a company from one state to another.
PROCEDURE:
The compliances/procedure for change of registered office of a company from one state to another includes the following steps along with alteration of Clause II of MOA:
1. Send notice to all the Directors of the company for calling a Board Meeting. Conduct Board meeting and pass the following Board resolution for shifting of registered address of the company from one state to another:
“RESOLVED THAT pursuant to the provisions of Sections 12(4), 12(5), 12(6) & 13(4) of the Companies Act, 2013 and other applicable provisions, if any, the consent of the Board of Directors of the company be and is hereby accorded subject to the approval of members of the company, to shift the registered office of the company from………………………(the state of…..) to………………………(the state of……)
RESOLVED FURTHER THAT pursuant to the provisions of Sections 12 and 13 and other applicable
provisions of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed thereunder, the consent of the Board of Directors of the Company be and is hereby accorded, subject to the approval of members of the company, for substituting Clause II of the Memorandum of Association of the Company with the following clause:”
II. The Registered office of the company will be situated in the state of ………….
RESOLVED FURTHER THAT Mr…………………., Director of the Company, be and is hereby authorised to call an Extra-ordinary General Meeting (EGM) of the members of the company on……. at…….. at the current registered office of the company.
RESOLVED FURTHER THAT notice of Extra-ordinary General Meeting (EGM) of the members of the company, as placed before the Board be and is hereby approved”.
2. Conduct an Extra-ordinary General Meeting (EGM) and pass the following Special Resolution for approving shifting of the registered address of the company from one state to another and for alteration of the Memorandum of Association:
“RESOLVED THAT pursuant to the provisions of Sections 12(4), 12(5), 12(6) & 13(4) of the Companies Act, 2013 and other applicable provisions, if any, the consent of the members of the company be and is hereby accorded to shift the registered office of the company from…………………(the state of………) to……………………(the state of……….) w.e.f. ……….
RESOLVED FURTHER THAT pursuant to the provisions of Sections 12 and 13 and other applicable
provisions of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed thereunder, the consent of members of the company be and is hereby accorded for substituting Clause II of the Memorandum of Association of the Company with the following clause:”
II. The Registered office of the company will be situated in the state of ………….
RESOLVED FURTHER THAT Mr…………………., Director of the Company, be and is hereby authorised to file all the necessary forms with the Registrar of Companies and to do all such acts, deeds, matters and things as are necessary for the purpose of giving effect to the above Resolution.
RESOLVED FURTHER THAT change in the place of registered office of the company be made in the name plates or board affixed at the registered office and also in the letterheads, official publications, and documents of the company.”
3. File E-Form MGT-14 with the ROC within thirty days from the date of passing the Special Resolution. (Mandatory Attachment: copy of special resolution and minutes of EGM)
Note: File Form MGT-14 before filing Form INC-23 since the SRN of Form MGT-14 will be required in Form INC-23.
4. As per rule 30(5) of The Companies (Incorporation) Rules, 2014, the company shall not more than thirty days before the date of filing the application (Form INC-23) with the Regional Director:
a) Publish in an English newspaper and a newspaper in the vernacular language of the state, with the widest circulation, in which the current registered office of the company is situated, a notice in Form INC-26 of such change.
b) Serve, by registered post with acknowledgement due, an individual notice to all the depositors, debenture holders and creditors of the company in case they want to raise any objection in the given matter.
c) Serve, by registered post with acknowledgement due, a notice together with the copy of application to the ROC and to the SEBI in case of listed company and to other regulatory body, if the company is regulated under any Special Act or law for the time being in force.
Note: The objection shall be intimated within twenty one days from the date of publication of the notice.
5. Prepare a list of creditors and debenture holders. This list shall be verified by an affidavit.
Note: Affidavit should be signed by the Company Secretary of the Company, if any and not less than two directors of the Company, one of whom shall be managing Director, where there is one, to the effect that they have made a full equity into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on the contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge. Also, the statutory auditor of the company needs to verify this list.
6. File E-form INC-23 to the Regional Director for approval to shift the registered office of the company from one state to another.
7.Submit a hard copy of the application/petition along with the all the following documents at the Concerned Regional Director office:
a) A copy of the Memorandum and Articles of Association
b) Certified True Copy of Board Resolution
c) A copy of the Notice Convening Extra-ordinary General Meeting along with relevant Explanatory Statement
d) A copy of the Special Resolution passed at the EGM
e) A copy of the Minutes of EGM at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favour or against the resolution
f) Affidavit Verifying the application (On Stamp Paper duly notarized)
g) List of Creditors and Debenture Holders
h) Affidavit Verifying the List of Creditors (On Stamp Paper duly notarized)
i) The document relating to payment of application fee
j) Copy of News Paper Advertisement
k) Affidavit by Director verifying non-retrenchment of employees
l) Affidavit verifying the Publication of News Paper Notice
m) Memorandum of Appearance and Board resolution authorizing company secretary / Chartered Accountant or advocate
n) A copy of Board Resolution/Power Of Attorney/Vakalatnama, as the case may be (in the favour of Professional)
o) An Affidavit verifying the list of Employees (On Stamp Paper duly notarized)
p) Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report
q) Affidavit proving the dispatch and service of notice to the Chief Secretary
r) Board resolution authorizing the director to submit the petition
s) Form MGT-14 along with paid challan.
8. After inspection of all the documents, a hearing will take place at the office of the concerned Regional Director.
9. Where any objection is received by the applicant, it shall serve a copy thereof to the Central Government (power delegated to the Regional Director) on or before the date of hearing. The Central Government shall hold a hearing, as required and direct the company to file an affidavit to record the consensus reached at the hearing, which upon executing, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.
10. However, in case the Regional Director does not receive any objection, a confirmation notice shall be given to the company within fifteen days from the date of receipt of application by the Regional Director.
11. File E-form INC-28 with the ROC within thirty days from the date of receipt of certified copy of order from the Regional Director. (Mandatory Attachment: copy of final order)
Note: File Form INC-28 & MGT-14 before filing Form INC-22 since the SRN of both forms will be required in Form INC-22.
12. File E-form INC-22 with the ROC within fifteen days from the date of receipt of confirmation from the Regional Director.
13. After obtaining approval from the ROC, change the address mentioned on letterheads, banners, signboards, other records/papers/documents etc. of the Company.
ATTACHMENTS (Form INC-22)
- Rent/Lease Agreement
- NOC from owner
- Utility bill (not older than two months)
- Copy of order from competent authority
ATTACHMENTS (Form INC-23)
- Copy of Board Resolution
- Copy of the newspaper advertisement for notice of shifting the registered office
- Copy of objections (if any received)
- Copy of acknowledgement of proof of service of application made to the Chief Secretary of the State regarding the proposed change (if any)
- Copy of Special Resolution (optional)
- Complete list of members/shareholders of the company drawn up to not less than one month (optional)
- Complete list of creditors/depositors/debenture holders with names and addresses along with the nature and respective amounts due to them as required drawn up to the latest practicable not less than one month from the date of application (optional)
- A declaration by any two directors or the key managerial personnel (KMP) of the company that no employee is retrenched as a consequence of such alteration (optional)
- Consent of creditors (optional)
- Affidavit by CS or directors declaring the correctness of the list of creditors (optional).
Conclusion: Shifting a company’s registered office involves a structured legal process, from drafting resolutions to obtaining approvals. Adhering to the outlined steps ensures compliance with the Companies Act, 2013, and streamlines the transition. Companies undertaking this endeavor should consult legal professionals for accurate guidance.
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DISCLAIMER:- This Blog is for the purposes of information/knowledge and shall not be treated as solicitation in any manner or for any other purposes whatsoever.
Feel free to contact the author for further clarification at 9953808432 or via mail at cssinghaniaandassociates@gmail.com. The author is the founder of SINGHANIA & ASSOCIATES (Practicing Company Secretaries Firm) based in Delhi.
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