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:
2. Convene Extra-Ordinary 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
4. Publication of Notice in newspaper advertisement
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
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
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:
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) 2nd 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
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.