Relevant Section: Section 12 and 13 of the Companies Act, 2013
Relevant Rules: Rules 30 & 31 of the Companies (Incorporation) Rules, 2014
A Board Meeting shall be called by giving notice to all the Directors of the Company.
Following matters shall be discussed and approved at the Board meeting-
Issue Notice of General Meeting along with agenda
After approving the notice of General Meeting by the board a notice along with-
Shall be issued to the shareholders of the Company.
Hold a General Meeting
A General meeting shall be held in which following decisions shall be taken by shareholders by passing special resolution –
Filling of Special resolution to the ROC.
The Special resolution passed at the General meeting shall be filed with the ROC in form MGT-14 within 30 days from the date of passing special resolution.
Application to Central Government i.e Regional Director in Form INC-23
An application under section 13 (4), for the purpose of seeking approval for alteration of Memorandum of Association with respect to Change in the registered office from one state to another state shall be filed with the CG i.e Regional Director in form INC-23 and the application shall be accompanied by the following documents-
List of creditors and debenture holders
A List of creditors and debenture holders, which have drawn upto the latest practicable date preceding the date of filling of application by not more than one month-
It shall contains the following details namely-
Affidavit to be given relating to the list of creditors and debenture holders
Applicant Company shall file an affidavit which shall be signed by-
Affidavit to be given relating to the Employees of the Company
Keeping and inspection of List of Creditors and Debenture holders
Advertisement of Application
The Company shall atleast 14 days before the hearing-
Notice to the Regulatory Bodies
A Notice by post together with the copy of application shall be give-
Notice relating to any objection received from stakeholders
Where any objection of any person whose interest is likely to be affected by the proposed application has been received by the applicant, it shall serve a copy thereof to the Central Government on or before the date of hearing.
CG shall consider the interest of the creditors or debenture holders before passing order
Before confirming the alteration, the Central Government shall ensure that, with respect to every creditor and debenture holder who, in the opinion of the Central government, is entitled to object to the alteration, and who signifies his objection in the manner directed by the Central government,
CG shall passed order
The Central Government may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper:
Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.
Certified Copy of Order shall be filed with ROC
The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No.INC.28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.