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-

  • Shifting of registered office from one state to another State,
  • Alteration of Memorandum of Association,
  • Calling of General Meeting by fixing the date, time, day, venue of the meeting,
  • Authorizing CS or any Director of the company to file application to the Central Government i.e Regional Director and other Compliance required to be followed on behalf the Company.

Issue Notice of General Meeting along with agenda

After approving the notice of General Meeting by the board a notice along with-

  • proper agenda and
  • draft resolution for shifting of registered office from one state to another state and
  • Altered MOA
  • Explanatory statements,

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 –

  • Approval for changing registered office from one state to another state,
  • Alteration in Memorandum of Associations due to change in the registered office.

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-

  • A copy of MOA and AOA
  • A copy of the notice of General meeting along with explanatory statements,
  • A copy of special resolution passed at the General meeting;
  • A copy of the minutes of the General meeting at which the resolution regarding alteration has passed;
  • An affidavit verifying the application;
  • The documents relating to payment of application fees;
  • A Copy of Board resolution or POA or Vakalatnama, as the case may be.

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-

  • The name and address of every creditors and debenture holders,,
  • The nature and respective amount due to them in respect of debts, claims or liabilities,

Affidavit to be given relating to the list of creditors and debenture holders

Applicant Company shall file an affidavit which shall 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 enquiry 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 a contingency or not ascertained are proper estimates of the values of such debts and claims and there are no other debts of or claims against the Company to their knowledge.

Affidavit to be given relating to the Employees of the Company

  • There shall also be attached to the application an affidavit from director of the Company that no employee shall be retrenched as a consequences of the Shifting of the registered office from one state to another state-
  • There shall be an application filed by the Company to the chief secretary of the concerned state.

Keeping and inspection of List of Creditors and Debenture holders

  • A copy of the list of creditors and debenture holders shall be kept at the registered office of the Company;
  • Any person desirous of inspecting the same may, at any time during the working hours of business inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the Company.

Advertisement of Application

The Company shall atleast 14 days before the hearing-

  • Advertise the application in the form no- INC-26in  vernacular principal language in the district in which the registered of the company is situated and atleast Once in English newspaper circulating in that district.
  • Serve, by registered post with acknowledge due, individual notice, to the effect setout in clause (a) on each debenture holders and creditors of the Company.

Notice to the Regulatory Bodies

A Notice by post together with the copy of application shall be give-

  • Registrar of Companies
  • SEBI, in case if company is a listed company,
  • And any regulatory body, if company is regulated under special Act or law for the time being in  force.

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.

  • Where no objection has been received from any of the parties, who have been duly served, the application may be put up for orders without 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,

  • either his consent to the alteration has been obtained or
  • his debt or claim has been discharged or has determined,
  • or has been secured to the satisfaction of 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.

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