Relevant Provisions: Section 4, 12, 13 of the Companies Act, 2013 read with rule 30 of Companies (Incorporation) Rules, 2014 and amendments thereto.
If a Company wants to shift its registered office from one state to another state; a special resolution in general meeting is required to be passed.
The company shall make an application in form INC-23 along with fees as prescribed under companies (registration offices and fees) rules, 2014 to the central government (power delegated to Regional Director)for its approval.
The Central Government shall dispose of the application within a period of sixty days. The central Government, before passing its order, may satisfy itself that the alteration has the consent of the creditors, debenture holders and other persons concerned with the Company or that the sufficient provisions has been made by the company either for due discharge of all its debt and obligations or that adequate security has been provided for such discharge.
A certified copy of the order of the Central Government approving the alteration for change in the registered office from the one state to another shall be filled by the company, in Form INC-28 along with altered copy of MOA, with registrar of each of the states within 30 days from the receipt of certified copy of the order. The Registrar of Companies of the state where the registered office is being shifted to shall issue a fresh certificate of incorporation indication the alteration.
Form MGT.14 shall be filed to the Registrar of Companies within 30 days of passing Special Resolution.
Form INC.22 shall also be filed to the Registrar of Companies within 15 days of the change of registered office, a notice of the new location of the office of the Company.
Procedure/checklist:
| STEPS | ACTIVITY | FORMS | ITEMS/ATTACHMENTS |
| STEP 1 | Notice of Board meeting | ||
| STEP 2 | Convene Board Meeting | 1. Consider the proposal to shift registered office 2. Decide Day, Date, Time and venue of general meeting 3. Approve notice of general meeting 4. Authorize the company secretary or any one director to issue the notice of general meeting. | |
| STEP 3 | Notice of AGM/EGM | ||
| STEP 4 | Convene Annual General meeting/EGM | Special Resolution (Alteration of AOA And MOA, shifting of registered office) | |
| STEP 4 | Shifting Registered Office From One State To Another State | MGT-14 (Outcome of Shareholder Resolutions ) | a) Existing MOA & AOA b) Proposed MOA & AOA c) Postal Ballot Notices d) CTC of Special Resolution |
| STEP 5 | GNL-1 (filing application with ROC change in reg. Office) | a) Board Resolution b) Application to RD Office c) Postal Ballot Resolutions d) Postal Ballot Notice e) Proposed MOA & AOA f) Newspaper notice | |
| STEP -6 | INC-23 (Application to the Regional Director for approval to shift the Registered office from one state to another state) | a) Affidavit – List of Creditors b) Affidavit verifying application c) Affidavit from Directors d) Application to RD Office e) Board Resolution f) Postal Ballot Resolutions g) I- Tax Returns h) List of Directors + Notices to ROC, SEBI & Chief Secretary i) Existing MOA & AOA j) Newspaper Notice k) Postal Ballot Minutes l) Postal Ballot Notice m) Dispatch Proof (Chief Secretary) n) Proposed MOA & AOA | |
| STEP 7 | INC- 28 (ROC filing-Notice of Order of the competent authority (RD) | a)Copy of RD order | |
| STEP 8 | INC.22 (ROC filing-change of registered office) (BOTH STATE ROC) | a) Rent/Lease Agreement b) Copies of the utility bills c) Authority letter d) Certified copy of order of RD |
DOCUMENTATION
BOARD RESOLUTION
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF _________________________________________________, HELD ON __________ , THE ______ DAY OF____________, 2016, AT ___________AT_______________________________________, CONCLUDED AT ____________________.
SHIFTING OF THE REGISTERED OFFICE AND AUTHORIZATIONS:
“RESOLVED THAT pursuant to the provisions of Sections 12, 13 and 110 of the Companies Act, 2013 and the rules made there under (including any statutory modifications or re-enactment thereof for the time being in force) and subject to the confirmation of the Central Government and subject to the confirmation of the members, approval of the Board be and is hereby accorded for shifting of the registered office of the company from the state of __________to the state of____________.
“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to take all necessary steps to give effect to the above resolution.”
SPECIAL RESOLUTION
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY SHAREHOLDER AT THE ANNUAL GENERAL MEETING OF________________________________________, HELD _____________ , THE ______ DAY OF _________, 2016, AT ___________AT______________________________________________, CONCLUDED AT ___________.
“RESOLVED THATsubject to the provisions of section 12, 13(4) and all other applicable provisions, if any of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force) and subject to the approval of the Regional Director and other regulatory authorities, government(s), judicial/quasi-judicial authorities, court(s), consent of the Company be and is hereby accorded for shifting of the Registered Office of the Company from the State of ___________to ___________.
“RESOLVED FURTHER THATsubject to the aforementioned approval and pursuant to section 13 and all other applicable provisions, if any of the Companies Act, 2013, the existing clause II of Memorandum of Association of the Company be and is hereby substituted with the following clause II:
“II. The Registered Office of the Company will be situated in the_______________.”
“RESOLVED FURTHER THATupon the approval of the Regional Director, the Registered office of the Company be shifted from the State of __________________to _____________.
“RESOLVED FURTHER THATfor the purpose of giving effect to this resolution, Mr.___________, Director of the company, be and is hereby authorized to do all such acts, deeds, filings, matters and things and execute all such deeds, documents, instruments and writings as may be required, with powers on behalf of the Company to settle all questions, difficulties or doubts that may arise in this regard as Mr. _______________may in his sole and absolute discretion deem fit and delegate all or any of its powers herein conferred to any Director(s), Officer(s) and/or the Consultant of the Company, if required, as it may in its absolute discretion deem it necessary or desirable.”
Explanatory statement pursuant to Section 102 of the Companies Act, 2013:
| Item No. | As per provisions of Section 12(5) of the Companies Act, 2013 shifting of registered office of a company outside the local limits of any city, town or village requires approval of shareholders by way of Special Resolution. With a view to operational convenience and ease, the Board of Directors considered and subject to approval of shareholders, approved the proposal for shifting the registered office to_______________. The proposed location is outside the local limits of __________and therefore requires approval of shareholders by way of special resolution. If approved, the registered office will be moved to____________. None of the Directors or key managerial personnel is concerned or interested in the resolution. The Directors recommend the approval of the special resolution. |
APPLICATION U/S 13 (4) OF THE COMPANIES ACT, 2013
(See Rule 30 of Companies (Incorporation) Rules, 2014 and amendments thereto)
(Pursuant to Section 13 (4) of Companies Act, 2013)
BEFORE THE REGIONAL DIRECTOR, __________________REGION, __________
IN THE MATTER OF COMPANIES ACT, 2013, SECTION 13 (4)
IN THE MATTER OF _____________________________(company’s name)
A COMPANY HAVING ITS REGISTERED OFFICE AT ____________________________________________________________________
AND
IN THE MATTER OF_________________________________________________(company’s name)
…….……. (Applicant)
A COMPANY HAVING ITS REGISTERED OFFICE AT ______________________________________________________________
APPLICATION FOR CONFIRMING ALTERING OF MEMORANDUM OF ASSOCIATION IN RESPECT OF SHIFTING OF THE REGISTERED OFFICE FROM THE STATE OF (EXISTING REG. OFFICE) TO THE STATE OF (PROPOSED REG. OFFICE):
DETAILS OF APPLICATION
PARTICULARS OF THE COMPANY:
1. The above named company, the applicant herein (hereinafter called the “Company”) is an Unlisted/Listed Company, incorporated under the Companies Act, 1956/2013 (herein after called the “Act”). The company was originally incorporated on (Date of Incorporation) under the name and style of “FULL NAME OF THE COMPANY” having
CIN:______________________________________.
2. The Registered Office of the company is currently situated at (Existing registered office address).
AUTHORIZED AND PAID UP CAPITAL
3. The Company is limited by shares. The Authorized Share Capital of the Applicant Company is Rs. ________________/- (Rupees ________________Only) divided into _______ (in words) Equity Shares of Rs._______/- each. The subscribed, issued and fully paid up Equity Share Capital of the Company is Rs._____________ /- (________________Only) divided into _____________ (_________________) Equity Shares of Rs. _________________/- each.
THE MAIN OBJECTS OF THE COMPANY ARE AS FOLLOWING:-
4. (Mention Details of Main objects of the company).
JURISDICTION OF THE REGIONAL DIRECTOR
5. The Applicant declares that the subject matter of the Application is within the jurisdiction of the(Existing regional Director Office details).
LIMITATION
6. This application is not barred by Limitation.
REASON FOR SHIFTING
7. The Following are the reasons for shifting of Registered Office
The new Management of the company is based in (Proposed state) . The management of the company is of the view that shifting would benefit the company to deal with various stakeholders and will enable Management to monitor the Business more economically and efficiently and this will be in the best interest of all stakeholders. This will also help in streamlining various corporate functions. It shall in no manner affect the existing client base, creditors, operations and employees of the Company
8. In view of the above it would be advantageous and convenient for the Company to move its registered office from the _(existing office address)to __(new office address) to optimize its operational efficiency . The reasons are further elaborated as under :
a. The Company proposes to avoid certain administrative costs by focusing its operation activities in (Mention New office state)
b. The Company will also be able to find it convenient to find other key resources at more economic cost in (Mention New office state)for its future growth prospects
c. Most of the customers of the Company have good presence in (New office state) and the company intends to serve various other customers who are also located in (Mention New office state).
9. In view of the above, the company believes that registered office of the company should be shifted from the state of Maharashtra to the state of Delhi for administrative convenience, effective and smooth running of the company and its business.
10. The Company management believe that this will bring in operational synergies and aid the managerial function in running its business operations more smoothly and effectively.
11. The Company proposes to seek approval to the alteration of the memorandum of association of the company regarding shifting of its Registered Office from the state (Mention existing State) to the state of (Mention proposed state )in order to streamline operations of the company and to manage operating costs prudently.
12. The Board of Directors has approved the proposed shifting and the shareholders of the company have also by way of Special Resolution approved the alteration of Clause II of the Memorandum of Association in the Annual General Meeting/Extra Ordinary General Meeting of the company dated(Date of meeting). It is in the interest of the applicant company and its shareholders and all the concerned that the Registered Office of the company be allowed to be shifted.
13. The Applicant company has passed Special resolution in its Annual General Meeting/ Extra Ordinary General Meeting held on (Date of meeting) as provided under Companies Act, 2013 and has filed form MGT-14 vide SRN ____________dated ________________to that effect with the registrar of the companies.
14. The text of the Special Resolution passed in the Annual General Meeting/ Extra Ordinary General Meeting dated (Date of Meeting) is reproduced below :-
“RESOLVED THAT subject to the provisions of section 12, 13(4) and all other applicable provisions, if any of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force) and subject to the approval of the Regional Director and other regulatory authorities, government(s), judicial/quasi-judicial authorities, court(s), consent of the Company be and is hereby accorded for shifting of the Registered Office of the Company from the State of________________to__________________.”
“RESOLVED FURTHER THAT subject to the aforementioned approval and pursuant to section 13 and all other applicable provisions, if any of the Companies Act, 2013, the existing clause II of Memorandum of Association of the Company be and is hereby substituted with the following clause II:
“II. The Registered Office of the Company will be situated in the_(propsed state name).”
“RESOLVED FURTHER THAT upon the approval of the Regional Director, the Registered office of the Company be shifted from the State of ___________to ____________________.”
“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Mr.___________________, Director of the company, be and is hereby authorized to do all such acts, deeds, filings, matters and things and execute all such deeds, documents, instruments and writings as may be required, with powers on behalf of the Company to settle all questions, difficulties or doubts that may arise in this regard as Mr. ________________may in his sole and absolute discretion deem fit and delegate all or any of its powers herein conferred to any Director(s), Officer(s) and/or the Consultant of the Company, if required, as it may in its absolute discretion deem it necessary or desirable.”
EMPLOYEE RETRENCHMENT:
15. The Company declares that no employee of the company will in the state of (existing state) will be retrenched due to the proposed shifting of the registered office of the company. An affidavit in this regard is annexed (Annexure11) to this application.
SHAREHOLDERS AND CREDITORS DETAILS:
(Mention the details of shareholder and outstanding creditor)
PUBLIC NOTICE
16. The Applicant Company submits that as required pursuant to Rule 30(6)(a) of the Companies (Incorporation) Rules, 2014, an advertisement in the prescribed Form no INC 26 in relation to the Application has been published by the company in _______________(English Daily Newspaper )“in the issue dated ______________&________(in vernacular language) in the issue dated________________. The said newspapers circulate widely in Mumbai where the registered office of the Company is currently situated. After the publication of the said advertisement and till date , the company has not received any objection from any person or persons regarding the proposed shifting of registered office of the company to the state of (proposed state)
MISCELLANEOUS
17. Notice of the application together with the copy of the application has been served to the Chief Secretary, Government of(name of existing state), Registrar of Companies as required on(date of submission).
18. An Affidavit confirming that there are no Creditors is annexed to this application.
19. A copy of the Audited Balance Sheet as on 31st March___________, related to Statement of Profit and Loss, the Board’s and Auditors Reports thereon are annexed (Annexure 22) to this application.
20. None of the Directors of the Company has any material interest in the proposed alteration. In general, no one will be prejudiced in any manner whatsoever by the proposed alteration of the Memorandum of Association of the Company and it is just and equitable that the alteration should be confirmed by the Regional Director. A list of the present Directors and shareholders of the company is annexed hereto.
21. An affidavit verifying the Application, an affidavit confirming that there are no Creditors and correctness of the creditors as on _____________(Annexure 7) , an affidavit confirming that no employee shall be retrenched pursuant to rule 30 of the Companies (Incorporation) Rules, 2014 (Annexure 11) , an affidavit regarding the provision for discharge of debts as per section 13(5) of the Companies Act, 2013 (Annexure 18) and an affidavit for complying with the provisions of Rule 30 of the Companies (Incorporation) Rules, 2014 are attached (Annexure 22) to this application.
22. The Company declares that there are no prosecution/inspection/enquiry/investigation filed against the company and its officers in default under the Companies Act, 1956 or the Companies Act, 2013. An affidavit in this regard is annexed(Annexure 17) to this application.
23. The Company states that unless an order as prayed for is made, the company shall suffer irreparable loss and prejudice.
24. This application is made bona fide and in the interest of justice and the company believes that no one will be prejudiced by the proposed alteration of the Memorandum of Association of the company and it is just and equitable that the alteration should be confirmed.
MATTERS NOT PREVIOUSLY FILED OR PENDING WITH ANY COURT
25. The applicant further declares that it has not previously filed any application, writ petition or suit regarding the matter in respect of which this Application has been made before any Court of Law or any other authority or any other bench of the board or Regional Director and no such application, writ petition or suit is pending before any of them.
RELIEF SOUGHT :
26. The Applicant therefore prays :
a. That the alteration in clause 2 of the Memorandum of Association of the company sought to be made by Special Resolution duly passed in accordance with the provisions of Section 13 of the Companies Act, 2013 (the Act) in the Annual General Meeting/ Extra Ordinary General Meeting of the company held on ________________for shifting of the Registered office of the Company from the “State of__________” to the “State of ___________” be confirmed.
b. For such further and other orders as the Regional Director may think fit to grant.
INTERIM ORDER PRAYED FOR
27. No Interim Order is prayed for
For and on behalf of the Board
For_______________________________________
sd/-
DATE:
PLACE:
INDEX
| S. No. | Particulars | Annexure |
| 1. | Application with Annexure, viz. – | |
| 2. | Affidavit verifying Application. | A-1 |
| 3. | Certified true Copy of Memorandum and Articles of Association of the Company. | A-2 |
| 4. | Certified true Copy of the Notice convening the Annual General Meeting along with Explanatory Statement. | A-3 |
| 5. | Certified true copy of the Special Resolution passed at the Annual General Meeting along with E-form MGT-14 and challan thereof. | A-4 |
| 6. | Certified true copy of the Minutes of the Annual General Meeting. | A-5 |
| 7. | Affidavit verifying list of creditors of the Company along with list of creditors. | A-6 |
| 8. | Certified true Copy of the Balance Sheet and Profit & Loss Account for the year ended March 31, 2_______. | A-7 |
| 9. | List of present Directors and Shareholders of the Company. | A-8 |
| 10. | Affidavit verifying publication, dispatch & service of Notice in the newspaper along with original newspaper cuttings of Notice published in the English and vernacular Newspaper as on ………………………………. and the corrigendum thereof. | A-9 |
| 11. | Affidavit with respect to employees of the Company. | A-10 |
| 12. | Affidavit with respect to assuring payment of future demands. | A-11 |
| 13. | Affidavit with respect to compliance of rules. | A-12 |
| 14. | Affidavit with respect to no enquiry or investigation. | A-13 |
| 15. | Affidavit with respect to non jurisdiction change. | A-14 |
| 16. | Certified copy of form GNL-1 and its challan | A-15 |
| 16. | Memorandum of appearance of Mr.______________________, Company Secretary in whole time practice, along with Board Resolution. | A-12 A-16 |
| 17. | Acknowledgement receipts of delivery of a copy of Application to the Chief Secretary of_________________ (state). | A-17 |
| 18. | Acknowledgement receipts of delivery of a copy of Application to the Registrar of Companies, ___________________________. | A -18 |
(Author – CS Avinash Saini and can be contacted at avinashsaini1992@gmail.com)
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Author Bio
we need shifting of register office from Ap to Telangana , roc change, kindly provide the procedure ?
is there any requirement of newspaper advertizment
we need shifting of register office from mumbai to pune , state same but roc change, kindly provide the procedure ?
is there any requirement of newspaper advertizment ?
For shifting of registered office of sec 8 Company from one state to another state whether same rules and procedure will be applicable.