Shifting Company Registered Office from one State to another

Registered Office of the Company is a place where Company is capable of receiving and acknowledging all communications and notices as may be addressed to it. All Companies are legally required to have a registered office address in India within 30 days from the date of incorporation of Company. However, sometimes it happens so that the registered office needs to be shifted to another place for better management of the Company or for any other reason as the Company decides.

The registered office of the Company may be shifted from one place to another by following the provisions of Section 12 and 13 of Companies Act, 2013 and Rule 30 of the Companies (Incorporation) Rules, 2014. The shifting of registered office shall not be allowed in case if any inspection, inquiry or investigation has been pending or initiated upon the Company under the Act.

Details procedure for Shifting of Registered Office of the Company from One State to another State

1. Convene a Board Meeting

The Board of Directors of the Company shall call, hold and conduct Board meeting as per the standards prescribed by ICSI in SS-1 for Board Meeting and to discuss the matter in respect of shifting of registered office of the Company and the Board of Directors may pass board resolution in favour of the same and also:

• Consider the proposal for alteration of memorandum of association (MOA) and shifting for registered office of the Company;
• Fix the date, time and venue of the Extra-Ordinary General Meeting of the Company;
• Approve the draft notice of Extra-Ordinary General Meeting and calling of meeting;
• Authorise the CS or Director of the Company to move application before Regional Director where the registered office of the Company is situated to alter clause II of memorandum of association and shifting of registered office of the Company from one state to another.

2. Convene Extra-Ordinary General Meeting

• Hold General meeting and get approval from members by passing special resolution subject to the confirmation from Regional Director.
• Prepare minutes of the General meeting as per the standards prescribed by ICSI in SS-2 for General Meeting.

3. Filing of MGT-14

Company shall have to file MGT-14 to Registrar of Companies within 30 days from the date of passing of special resolution in the Extra-Ordinary General Meeting.

Attachments of form MGT-14

• Certified true copy of special resolution along with explanatory statement
• Altered Memorandum of Association (MOA)
• Shorter Notice consent, if any (In case if meeting is held on shorter notice)

4. Publication of Notice in newspaper advertisement

• The Company shall advertise through newspaper advertisement in form 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.
• The advertisement shall advertise atleast 30 days before the date of filing of application in form INC-23.

5. Notice to creditors

Preparation of individual notice to creditors and debenture holders of the Company and sending the same by the way of registered post with acknowledgement due to each creditors and debenture holders of the Company before filing of the application in form INC-23 and receive no objection certificate.

6. Sending of Petition

The petition along with annexures shall be serially numbered and copy of the petition shall be send to Registrar of Companies and Chief Secretary of the State where the registered office of the Company is situated via registered post with acknowledgement due before filing of form INC-23.

The hard copy of the petition alongwith all annexures shall be submitted to the concerned Regional Director.

Annexures of the Petition

• Certified true copy of COI, MOA and AOA
• Notice of Extra-Ordinary General Meeting
• Copy of Special Resolution
• Minutes of General Meeting
• Copy of Newspaper Advertisements
• List of Creditors with CA Certificate
• Affidavit by Directors verifying the list of creditors
• Affidavit by Directors verifying despatch of notice
• Affidavit by Directors about non retrenchment of employees
• Affidavit by Directors verifying the petition
• Copy of Board Resolution for shifting of registered office of the Company
• Memorandum of Appearance
• Affidavit by Directors verifying the compliance of Rules

7. Filing of form INC-23

Company will prepare the application in form INC-23 with the required documents for seeking approval from Central Government (Regional Director) in respect of shifting of registered office from one state to another within 30 days of from the date of list of creditors.

Attachments of form INC-23

• Copy of Memorandum of Association (MOA)
• Copy of Special resolution sanctioning alteration
• Minutes of general meeting authorising such alteration
• Certified true copy of Board resolution for authorisation
• Declaration by Directors about no retrenchment of employees
• Copy of newspaper advertisement (i.e INC-26) for notice of shifting of registered office
• Proof of service of application to the Registrar, Chief Secretary of the State and SEBI (in case of listed Company)
• List of Creditors and Debenture holders duly verified as per the provisions of Rule 30(2) of Companies (Incorporation) Rules, 2014 and no objection certificates from creditors or debenture holders
• Copy of petition served to Chief Secretary of the State and the Registrar of Companies

8. Filing of form GNL-1

The application is being filed with copy of scanned petition in form GNL-1 to intimate the Registrar of Companies about the shifting of registered office of the Company from one State to another State.

9. Verification by Regional Director

Regional Director shall verify the petition alongwith annexures and in case:

Where no objection has been received by the Company from any person in respect of shifting of registered office of the Company, then the Regional Director may put up the orders without hearing and the order shall be passed either approving or rejecting the application within 15 days from the date of receipt of application.

Where objection has been received:

• Hearing may be hold by the Central Government and direct the Company to file an affidavit to record the consensus reached at the meeting and pass the order either approving or rejecting the application within a period of 60 days of filing application.
• Where no consensus reached at the meeting, the Company shall file an affidavit mentioning the manner in which the objection is to be resolved within a definite time period and the Central Government shall pass the order either approving or rejecting the application within a period of 60 days of filing application.

10. Payment of cost as to the order

The order as passed by the Central Government shall include cost as to the order which has to be paid by the Company under Rule 30(9) of the Companies (Incorporation) 2^nd Amendment Rules, 2017.

11. Filing of form INC-28

The Company shall file the copy of the order in the form INC-28 to the Registrar within a period of 30 days from the date of passing of the order.

12. Filing of form INC-22

At the end, the Company shall have to file form INC-22 to the Registrar for the situation of the new registered office of the Company alongwith the attachments.

Attachments of Form INC-22

• Utility Bill (i.e. telephone, electricity or gas bill, etc.) showing the name of the owner which shall not be older than 2 months.
• No objection certificate from owner for authorising the Company to use its premises for the registered office of the Company
• Notarized copy of rent or lease agreement in the name of the Company alongwith copy of rent paid which shall not be older than 1 month
• Registered document as to the title of the premises of the registered office in the name of the Company

In case, if all the documents are correct, then a new certificate of incorporation has been generated by the Registrar of the State where the registered office of the Company is going to be shifted.