Shifting of Registered Office from One State to Another

Detailed Procedure According to the Section 13 read with Rule 30 of Companies (Incorporation) Rules, 2014:-

• Prepare Draft Memorandum and Articles of Association of the Company.
• Call and Convene Board Meeting & get the Notice calling Extra-ordinary General Meeting signed by the Directors.
• Convene Extra-Ordinary General Meeting, Pass the Special Resolution by the Members for change in Memorandum and Articles of Association of the Company.
• File Form MGT-14 within 30 Days of passing the resolution to the Registrar Of Companies(ROC).
• File Application in form INC-23 along with following:-
  • Copy of Altered MOA/AOA
  • Copy of Notice Calling Extra-ordinary general meeting (EGM) and copy of Explanatory Statement.
  • Special Resolution passed by the members for alteration of MOA/AOA.
  • Copy of the recorded Minutes of the EGM.
  • Affidavit verifying Application of shifting the RO (that application is true and fair in all respect).
  • Copy of List of Creditors and Debenture-Holders of the Company having particulars of Name, Address, Nature of Debt, Amount Due, etc.
  • Affidavit verifying List of Creditors and Debenture-Holders (shall be signed by the Company Secretary of the Company, if any, or by the 2 Directors of the Company from which one shall be Managing Director).
  • Copy of Authority Letter, Board Resolution or Vakalatnama for the person who is going to appear in the Hearings, if any.

• The Application shall be sent to the Chief Secretary and Registrar of the State where the Registered Office of the Company Situates at the time of filling application along with Copy of Acknowledgement of service of the Application to the Central Government(CG).
• After the service of the Application, CG may provide date of hearing to the applicant.
• Before 14 days of hearing, advertise the application in format INC-26 in:
  • Vernacular Newspaper in Vernacular language where Registered Office of the Company situate, and
  • Once in English Newspaper in English Language circulating in district.

• Serve the individual notice of Application by Registered Post to each Creditor and Debenture-Holder (Cheers! if the Company do not have any Creditors or Debenture-Holders).
• Serve Notice of Application and Copy of Application by Registered Post to the Registrar, SEBI (if the Company is listed), RBI (if the company is registered under RBI), Income Tax Department and any other regulatory body if any special act governs the Company.
• If objection/(s) received on such Application by any person so aggrieved then company shall serve a Copy of the Objection to the CG on/before hearing.
• If no Objection is received then CG may put up the Application for Order without hearing (Hurrah! Try that no any objection would receive).
• After looking that no Creditor or Debenture-Holder is deceived, CG may confirm the Alteration by making Order with or without any Terms & Conditions.
• After the Order of CG file form INC-28 to the ROC within 30 days of the Order to make it effective.

Note: No shifting of Registered Office shall take place if any inquiry, inspection, investigation or prosecution is pending towards the Company.

Total Timeline: Timeline can be anything around 5 to 6 months depending upon the hearings.