Procedure for shifting of Registered Office of a Company from one state to another state under Companies Act ,2013 read with relevant Rules.

PREFACE

A Registered Office of the Company is the official address/correspondent address of a company to which all official letters & reminders will be sent by any person, any government or non-government or regulatory body. In terms of Section 7 of the Companies Act, 2013 (the “Act”), all registered companies are legally required to have a registered office address in India within thirty days from the date of incorporation

Under Companies Act, Shifting of the registered office of Company from one state to another required many approvals like shareholders, Regional Director (RD) & many intimations like Chief Secretary, Creditors, Public, & Registrar of Companies etc. Consequently, Change in registered office is a big task under the Act. It takes approximately 2-3 month to complete the process. Read-How to Shift Registered Office of Company with In State?

Procedure for shifting of registered office

Call & Hold a Board Meeting for transacting the following :

  • Considering the proposal for shifting of registered office.
  • Fix up the date, time, & place of the General Meeting.
  • Approve the notice of Extraordinary General Meeting & calling of General Meeting.
  • Authorize the Company Secretary (CS) or Director to move an application before RD to alter Clause II of Memorandum of Association within whose jurisdiction the registered office of the company (before the change) is situated.
  • The Board shall authorize the Director & the Secretary severally to see that the consent of the Creditor & debenture holders if any etc. is obtained or that sufficient provisions are made for the discharge of their debts or adequate security is made under section 13(5).

After that Send Notice of General Meeting to all members along with Explanatory Statement (Section-102), Proxy Form, and Route Map & Attendance Slip. (With SS-2)

Hold General Meeting & Pass the Special Resolution approving the shifting subject to the approval of the RD.

  • Prepare the Minutes of Extraordinary General meeting/ General Meeting.
  • After taking the approval of the members, file a certified copy of the special resolution along with the explanatory statement & altered copy of Memorandum of Association (MOA) within 30 days of passing of Special Resolution in form MGT-14 (Filling of Resolution & agreement to the registrar under section 117) with Registrar of Companies (ROC).

  • Publish a notice at least 30 days before the date of filing of the application in Form No.INC.26, at least once vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, & at least once in the English language in an English newspaper circulating in that district.

Preparation of affidavits and documents

  • Prepare a list of Creditors & Debenture Holders & intimate them accordingly.
  • The list is required to be filed with the application. The list should be duly verified by an affidavit signed by Company Secretary or Director (if Managing Director (MD) is available then by MD). The list should be verified by the Statutory Auditor of the Company. The list should not precede the date of filing of a petition by more than one month (List Should not be older than one month from the filing of the petition).
  • As per Rule 30 (2) of The Companies (Incorporation) Rules, 2014 (Affidavit should be signed by the Company Secretary of the Company, if any & 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 equity in the affairs of the company &, having done so, have formed an opinion that the list of creditors is correct, & that the estimated value as given in the list of the debts or claims payable on the contingency or not ascertained are proper estimates of the values of such debts & claims & that there are no other debts of or claims against the company to their knowledge)
  • The Application on an affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state.

Preparation & filing of application/Petition

  • Prepare an Application in & all relevant annexure to be filled with the Regional Director for seeking approval for shifting of the registered office from one state to another.
  • Send a copy of the application with complete annexure to the Registrar (Roc) &RBI & Chief Secretary of the State where the registered office is situated at the time of filing the application & obtain acknowledgment for sending the notice.
  • The Original Application under section 13(4) along with all necessary annexure for seeking approval of the Central Government for shifting of Registered office from one State to another shall be filed in Form- INC-23 along with the fee & the following documents:
    •  copy of the Memorandum (MOA) & Articles of Association (AOA).
    • Certified True Copy of Board Resolution;
    • A copy of the Notice Convening the General Meeting along with relevant Explanatory Statement;
    • A copy of the Special Resolution sanctioning the alteration by the members of the company; (if possible supportive by Attendance sheet);
    • A copy of the Minutes of The General Meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;
    • An Affidavit Verifying the application (On Stamp Paper duly notarized)
    • The List of Creditors & Debenture Holders entitled to object to the application;
    • An Affidavit Verifying The List of Creditors; (On Stamp Paper duly notarized)
    • The document relating to payment of application fee;
    • Copy of News Paper Advertisement.
    • Affidavit verifying non-retrenchment of employees
    • Affidavit verifying the Publication of News Paper Notice.
    • Memorandum of Appearance & Board resolution authorizing company secretary / Chartered Accountant or advocate
    • A copy of Board Resolution Or Power Of Attorney or the executed Vakalatnama, as the case may be (in the favor of Professional)
    • An Affidavit verifying the list of Employees.(On Stamp Paper duly notarized)
    • Copy of the latest audited balance sheet & profit & loss account of the company along with auditors’ & directors’ report.
    • Affidavit proving the dispatch & service of notice to the Chief Secretary.
    • Board resolution authorizing the director to submit the petition.
    • Form MGT-14 along with paid challan.
  • The Petition along with the enclosure should be serially numbered & scanned copy of the petition is filed in Form INC-23 & a Hard Copy of the petition is submitted to the Concerned Regional Director Office.
  • AFFIDAVIT: An affidavit verifying the petition on a non-judicial stamp paper, which is notarized, shall be attached. Five affidavits are to be given along with the petition.
    • One affidavit is verifying the petition;
    • One affidavit is verifying publication of notice
    • One affidavit verifying the creditors.’
    • One affidavit verifying the Non-retrenchment of Employee
    • One Affidavit from Director in terms of rules
    • One Affidavit from Director that there is no inquiry, inspection, investigation & prosecution is pending against the Company
  • Power to Inspect: A duly authenticated copy of the list of the creditors shall be kept at the registered office of the company & any person desirous of inspecting the same may at any time during the ordinary hours of business, inspect & take extracts of the same on the payment of a sum not exceeding ten rupees per page to the company.
  • Objection if Any Received: 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 Is Received: Where no objection received from any person in response to the advertisement or notice under sub-rule (5) or otherwise, the application may be put up for orders without hearing & the order either approving or rejecting the application shall be passed within 15 days of receipt of the application.
  • Where Objection Is Received: After checking of application with Annexures the hearing will take place at the Regional Director office & it should be represented by the company or practice professional or advocate.

After that  Regional Director will make an order confirming the alteration on such terms & conditions, if any, as it thinks fit, & may make such order as to costs as it thinks proper

  • Obtain certified copies of the order confirming the shifting of registered office from one state to another, passed by the Central Government

Filing of forms after getting approval of RD

  • Then Filing of e-form INC-28 with ROC within 30 days of confirmation of shifting by Regional Director along with a copy of the order.
  • File e-form INC-22 with ROC within 15 days of confirmation of shifting by Central Government along with following Documents
  • The document which is registered as the title of the premises of the registered office in the name of the company or Notarized copy of lease/rent agreement in the name of the company along with a copy of rent paid receipt not older than 1 month;
  • The authorization of the premises by the owner or the occupant along with proof of ownership or occupancy authorization to use the premises by the company as its registered office.
  • Document of connection of any utility service like telephone, gas, electricity, etc. representing the address of the premises in the name of the owner/document as the case may be which is not older than 2 months.
  • NOC from the owner of premises.

However if all the documents are as per the requirement of the registrars of both states will be approve the forms & registered office change will be updated in register of registrar & 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.

Steps after obtaining new certificate from ROC

  • Make alteration in the MOA with respect to the state in every copy of Memorandum.
  • Each stationery, banner, signboard, bills, invoice etc. should show the new address & necessary advice should be sent to shareholders, debenture holders, & other concerned parties.
  • Necessary changes are required to be made in the letterheads, books, records etc. of the company. The necessary changes are required to be made in Permanent Account Number (PAN), Tax Deduction & Collection Account Number (TAN) etc. & inform to all the Government departments, banks, customers & others wherever required.

Conclusion

 Shifting of registered office under the Companies Act, 2013 is quite lengthy and time-consuming process as we know the involvement of authority, the company itself and documentation process are very long which need to be compiled at any cost before effecting the shifting of registered office.

The author of this article is CS YOGESH GUPTA and can be reached at csyogeshgupta@gmail.com or 7742681270

Author Bio

Qualification: CS
Company: YOGESH GUPTA & ASSOCIATES
Location: Gurugram, Haryana, IN
Member Since: 17 Jul 2018 | Total Posts: 39
CS YOGESH GUPTA is founder of Yogesh Gupta & Associates, Company Secretaries & Co- founder of IURIS Consultants LLP & E & A Consultants LLP and Corporate & IPR Law Professionals. He is a Commerce Graduate and an Associate Member of the Institute of Company Secretaries of India ( View Full Profile

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2 Comments

  1. Ashish Kumar Pal says:

    What is the meaning of widest circulation and how to know which news papers are widest circulations in NCT of Delhi in terms of Rule 30 of sub rule 5 of Companies (Inc.) Rules

    1. csyogesh12 says:

      Dear Ashish
      No specific list of newspaper is provided in CA 2013 but we give advertisement in those newspaper which are famous like; The Tribune, Times of India, Hindustan Times.

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