Pursuant to the Section 13(4) of the Companies Act, 2013 the alteration of the memorandum of association of the company relating to the place of the registered office from one state to another shall not have any effect unless it is approved by the Central Government (nowadays powers are delegated to Regional Directors) on an application in E-form INC-23 and manners as prescribed under Rule 30 and Rule 31 of the Companies (Incorporation) Rules, 2014.
Process of Shifting of Registered office from One State to Another as per Companies Act, 2013
Step 1 – Conduct a Board Meeting to pass the following resolutions: –
> Shifting of Registered office from One State to Another
> Alteration of Clause II of Memorandum of Association of the Company (MOA)
> Fix up the date, time, and place of the General Meeting for approval of above 2 agendas by shareholders
Step-2 conduct the extraordinary general meeting and after approval of both agendas shifting of office and alteration of Clause II of MOA as special resolutions, file E-form MGT-14 to the RoC (Registrar of Companies) within 30 days of General meeting with the following documents/ attachments: –
> Copy(s) of Special Resolution(s) along with copy of explanatory statement under section 102.
> Altered MOA.
Step-3 Prepare List of Creditors and Debenture Holders, if any up to date not more than 1 month preceding the date of application i.e. INC-23 and list contains the following information:-
> The names and address of every creditor and debenture holder of the company;
> The nature and respective amounts due to them in respect of debts, claims or liabilities:
The list should be duly verified by an affidavit and should be verified by the Statutory Auditors of the Company. The List also shall be kept open for inspection at the Registered Office.
Step-4 Publish a notice in Form No.INC.26, in the vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated and one in English language in an English newspaper(with wide circulation) in the state in which the registered office of the company is situated. The copy of advertisement immediately on its publication shall be served to the Central Government (nowadays RD office) and to followings by registered post with an acknowledgement due:-
> Individual Notice as per Rule 30(5)(b) shall be sent for inviting objection from the Creditors and Debenture Holders, if any not more than 30 days before filing of INC-23;
> A notice together with the copy of application/petition as per Rule 30(5)(c) to the RoC, SEBI [If applicable], Chief Secretary of the concerned State Government and any other concerned regulatory authority not more than 30 days before filing of INC-23.
Step-5 Application/Petition shall be filed with ROC in e-form GNL-1 with the following documents/ attachments: –
> The detailed application/petition and it should be Serially Numbered
> Proof of service of the application to the Chief Secretary.
Step-6 File E-form INC-23 for application to R.D. within one month of list of creditors along with the following documents/ attachments: –
1. Copy of Memorandum of Association;
2. Certified True copy of Special Resolution sanctioning alteration;
3. Copy of minutes of the General Meeting at which the resolution authorizing alteration was passed;
4. Power of attorney/vakalatnama/Board resolution;
5. Affidavit verifying no-retrenchment of Employees;
6. Copy of Newspaper Advertisements;
7. Proof of service of the application along with the authenticated copies of notices inviting objections sent authorities mentioned in Step No. 4;
8. List of Creditors and Debenture Holders along with Auditor’s certificate;
9. NOC from Creditors/ debenture holders or copy of objections received;
10. Certified True copy of Notice of General Meeting with Explanatory Statement
11. Proof of service of the Notice inviting objections sent to Creditors and Debenture Holders;
12. Certificate of Incorporation
13. List of shareholders and List of Directors
14. Petition
15. Affidavit from Directors;
16. Affidavit verifying the application;
17. Affidavit verifying the dispatch of notices;
18. Affidavit that neither any inquiry, inspection or investigation initiated against the Company nor any prosecution is pending against the company;
19. Affidavit verifying the list of creditors and debenture holders and affairs of the Company;
20. Affidavit cum undertaking from the directors to meet future debts, liabilities etc.;
21. Affidavit verifying Compliances under the Companies Act, 2013;
22. Affidavit verifying publication
23. Auditors Certificate verifying the list of creditors;
24. Form MGT-14 along with paid challan.
25. Other attachments as prescribed in e-form help kit.
Step-7 Submit Hard copy of the Application/Petition along with all documents and filed INC-23 along with challan at Concerned Regional Director Office.
Step-8 Where no objection has been received from any person then the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within 15 days of the receipt of the application. Where an objection has been received, the RD shall hold a hearing and pass an order within 60 days of filing application.
Step-9 Pursuant to the Section 13(4) read with Rule 31 of the Companies (Incorporation) Rules, 2014 of the Companies Act, 2013 file the order received from in E-form INC-28 to the RoC for its registration within 30 days from the date of receipt of certified copy of the order with the following documents/ attachments: –
- The order received from RD
- Cost of payment receipt of penalty imposed by RD in its order
Step-10 File E-form INC-22 for notice of change of situation of registered office of the company within 30 days of approval of the new address along with the following attachments;
> Proof of Registered Office Address i.e. Sale Deed, Lease deed, rent Agreement etc.;
> Copy of Utility Bill not older than 2 months;
> Altered MOA;
> Certified true copy of order of RD;
> Cost of payment receipt of penalty imposed by RD in its order
> Certified true copy of Special resolution
> NOC from Owner of the premises;
> List of all companies having the same registered office address, if any
If the documents are in order, Registrars of both states will approve the form and registered office change will be updated in register of Registrar and new Certificate of Incorporation will be issued by the Registrar of the State within 30 days, where the company’s registered office is going to be shifted.
Important : 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.
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Disclaimer: The entire contents of this article have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although utmost care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a piece of professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.
{The author i.e., Ms. Chinki Singhal is a Company Secretary in Practice at M/s Chinki Singhal and Associates and can be reached at (M) +91-9050320565 and (E) chinki.singhal@csassociate.com and pcschinki@gmail.com}
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