Shifting of Registered Office from One State to Another State- Public and Private Companies
Introduction:
Shifting a registered office from one state to another is a significant undertaking for both public and private companies. It involves adherence to legal procedures outlined in Section 13(4) of the Companies Act, 2013, along with Rules 30 and 31 of the Companies (Incorporation) Rules, 2014. This article elucidates the comprehensive process involved in such a transition.
Following are the detailed steps involved in shifting of Registered Office from one state to another:
| Procedure | ROC filing |
| 1. Convene Board Meeting with the following agendas:
a. Change in RO b. Alteration in Memorandum “Clause II” c. Calling EGM |
No filing is required |
| 2. Convene EGM and pass the following agendas with Special Resolution (SR):
a. Alteration in Memorandum “Clause II” b. Change in RO |
MGT-14 within 30 days of passing SR
Ø attach SR copies along with explanatory statement Ø altered MOA |
| 3. Prepare list of creditors and Debenture Holders along with their nature, addresses and amount due.
This list should not be older than 1 month preceding the date of application to RD in INC-23 |
Ø List should be duly verified by affidavit.
Ø List should be verified by Statutory Auditor |
| 4. Publish a notice in Newspaper in INC-26 format in two newspapers i.e. one Vernacular Language (in the district where RO is situated) and one in English Language in English Newspaper (in the state where RO is situated) | A copy of the advertisement shall be sent by Registered Post to the following:
Ø Regional Director Ø Registrar of Companies (ROC) Ø Debenture Holders Ø Creditors Ø Individual Notice Ø SEBI (in case of a listed company) Ø Additional Regulatory Authority (if company regulated by a special law) Keep all the acknowledgements, as these would be attached in INC-23 |
| 5. A hard copy of application/petition along with following hard copies of documents should be send to Chief Secretary:
Ø Board Resolution Ø Special Resolution along with explanatory statement Ø Copy of minutes of Extra Ordinary General Meeting Ø Altered MOA Ø List of Creditor and Debenture Holders verifying by affidavit and Statutory Auditor Ø Copy of Newspaper advertisements Ø Proof of acknowledgements sent in step-4 Ø NOCs from creditors and Debenture holders Ø List of Shareholder and Directors Ø Application/Petition Ø Affidavit verifying Application/Petition Ø Affidavit verifying dispatch of notices Ø Affidavit verifying no-retrenchment of Employees Ø Affidavit that neither any inquiry, inspection or investigation initiated against the Company nor any prosecution is pending against the company Ø Affidavit cum undertaking from the directors to meet future debts, liabilities etc.; Ø Affidavit verifying Compliances under the Companies Act, 2013 Ø Affidavit verifying publication of Newspaper Ø Form MGT-14 along with its challan |
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| 6. File the application to Registrar of Companies in form GNL-1 along with all the documents specified in Step-5
Please note a hard copy is also send to ROC along with all the attachments specified in GNL-1 |
GNL-1
Attachments are same as Step-5 + attach acknowledgement of application send to Chief Secretary |
| 7. File the application to Regional Director in form INC-23
Please note a hard copy is also send to RD along with all the attachments specified in INC-23 |
INC-23
Attachments are same as Step-5 + also attach acknowledgment of application send to Chief Secretary and ROC in hard form + also attach eform GNL-1 along with its challan |
| 8. The RD will either approving or rejecting the application within 15 days of the receipt of the application. | |
| 9. Order of Shifting shall be filed to ROC | INC-28 within 30 days
Ø Order Copy Ø Copy of payment receipt if any penalty imposed by RD |
| 10. Notice of change of situation of registered office of the company |
INC-22 within 30 days of approval of new address Ø Proof of Registered Office Address i.e. Sale Deed, Lease deed, rent Agreement etc.; Ø Copy of Utility Bill not older than 2 months; Ø Altered MOA; Ø Certified true copy of order of RD; Ø Cost of payment receipt of penalty imposed by RD Ø Certified true copy of Special resolution Ø NOC from Owner of the premises; |
Conclusion: Shifting a registered office from one state to another demands meticulous planning, adherence to legal formalities, and timely execution. Understanding the procedural intricacies outlined in Section 13(4) of the Companies Act, 2013, and accompanying rules is imperative for companies embarking on this transition. By following the delineated steps diligently, companies can ensure a seamless relocation of their registered office, thereby facilitating continued operations and compliance with regulatory frameworks.
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