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Shifting Of Registered Office From One State To Other State under Companies Act, 2013 read with Companies (Incorporation) Rules, 2014
| S. NO. | PROCESS | Section- 13 (4) |
| A. | CALL BOARD MEETING | |
| Work Require to Done before calling of Board Meeting | ♣ Issue Notice of Board Meeting-[173(3)] & SS-1
Call Meeting by giving not less than 7 (Seven) days Notice in writing. |
|
| ♣ Prepare Agenda of Board Meeting | ||
| ♣ Prepare the Notes to Agenda | ||
| ♣ Prepare Draft Resolution | ||
| ♣ Prepare Attendance Sheet of Board Meeting | ||
| Work Require to be Done at the time of Board Meeting | ♣ Place before Board Resolution of Shifting of Registered Office. | |
| ♣ Get Approval of Directors by passing of Board Resolution for shifting of Registered Office of Company (outside the local limit of city, town & village within same state). | ||
| ♣ Fix Day, Date, Time of Extra-ordinary General Meeting. | ||
| ♣ Place Draft Notice of Extra-ordinary General Meeting before Board. | ||
| ♣ Board will authorize Director to issue Notice of Extra-ordinary General Meeting. | ||
| ♣ Board will authorize any Director to file application with Regional Director (after passing of Special Resolution in General Meeting) | ||
| B. | CALL EXTRA-ORDINARY GENERAL MEETING | |
| Issue Notice of Extra-ordinary General Meeting [Section- 101(1)] & SS-2 | ♣ Give At least 21 clear days Notice of Extra-ordinary General Meeting through Electronic Mode or in Writing. | |
| ♣ Attach Explanatory Statement in Notice of Extra-ordinary General Meeting. [Section-102] | ||
♣ Issue Notice along with followings:
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| C. | Hold Extra-Ordinary General Meeting | |
| Work Require to be Done at the time of Meeting | ♣ Check the Quorum | |
| ♣ Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146). | ||
| ♣ Pass Special Resolution.[Section-114(2)] | ||
| ♣ Prepare List of Creditor (Secured & unsecured) as on Date of EGM. | ||
| ♣ Present altered copy of Memorandum of Association. | ||
| D. | Work Required to be done after General Meeting | |
| Rule-28 of The Companies (Incorporation) Rules, 2014 | ♣ Publish a notice, at least once in a daily newspaper and one English news paper in which the registered office of the company is situated | |
| Notice clearly indicating the matter and stating any person whose interest is likely to be affected by proposed shifting may intimate to the Regional Director within 14 days of the date of notice/ publication. | ♣ Individual Notice to each Debenture Holder | |
| ♣ Individual Notice to each Depositor | ||
| ♣ Individual Notice to each Creditor of company | ||
| ♣ File complete copy of Petition with Chief Secretary of the state. | ||
| ♣ File complete copy of Petition with Registrar of Companies (ROC) in form GNL-1. | ||
| E. | Filling of E-Form With ROC | |
| a) | E-FORM- MGT-14 [Section-117 (3) (a)] | ATTACHMENTS |
| b) | Within 30 days of passing of SR.
[Section- 12(4)] |
♣ Notice along with Explanatory Statement |
| ♣ Certified True Copy of Special Resolution. | ||
| ♣ Minute of General Meeting | ||
| ♣ Altered Copy of MOA | ||
| E-FORM- INC-23
|
ATTACHMENTS | |
| [Section- 12(5) of the companies Act 2013. Read with rule 28 of The Companies (Incorporation) Rules, 2014] | ♣ Altered Copy of Memorandum of Association and Article of Association. | |
| Before filing of petition with Regional Director | ♣ Notice along with Explanatory Statement | |
| ♣ Certified True Copy of Special Resolution | ||
| ♣ Certified true copy of Board Resolution for shifting of Registered Office. | ||
| ♣ Minute of General Meeting | ||
| ♣ Power of Attorney/vakalatnama/Board Resolution- in favour of professional | ||
| List of Creditor should not be older than 1 month from the date of filling of petition in form INC-23. | ♣ List of Creditors and Debenture Holders.
♣ Affidavit Verifying List of Creditors. |
|
| ♣ Affidavit from Director that there is no enquiry, inspection, investigation and prosecution is pending against the Company. | ||
| ♣ Affidavit Verifying the application. | ||
| ♣ Copy of News Paper Advertisement.
♣ Affidavit verifying the Publication of News Paper Notice. |
||
| ♣ List of employees.
♣ Affidavit verifying non-retrenchment of employees. |
||
| ♣ Details of prosecution/ inspection/ inquiry/ investment field against the company and its officer in default | ||
| ♣ Affidavit from Director in terms of rules. | ||
| ♣ Complete Application for shifting of Registered Office. | ||
| ♣ Last Audited Financial Statement of Company. | ||
| E-FORM- GNL-1
|
ATTACHMENTS | |
| Filing of petition with Registrar of Companies. | ♣ Altered Copy of Memorandum of Association and Article of Association. | |
| ♣ Notice along with Explanatory Statement | ||
| ♣ Certified True Copy of Special Resolution | ||
| ♣ Certified true copy of Board Resolution for shifting of Registered Office. | ||
| ♣ Minute of General Meeting | ||
| ♣ Power of Attorney/ vakalatnama/ Board Resolution- in favour of professional | ||
| List of Creditor should not be older than 1 month from the date of filling of petition in form INC-23. | ♣ List of Creditors and Debenture Holders.
♣ Affidavit Verifying List of Creditors. |
|
| ♣ Affidavit from Director that there is no enquiry, inspection, investigation and prosecution is pending against the Company. | ||
| ♣ Affidavit Verifying the application. | ||
| ♣ Copy of News Paper Advertisement.
♣ Affidavit verifying the Publication of News Paper Notice. |
||
| ♣ List of employees.
♣ Affidavit verifying non-retrenchment of employees. |
||
| ♣ Details of prosecution/ inspection/ inquiry/ investment field against the company and its officer in default | ||
| ♣ Affidavit from Director in terms of rules. | ||
| ♣ Complete Application for shifting of Registered Office. | ||
| ♣ Last Audited Financial Statement of Company. | ||
| Submission Of Complete Petition With Regional Director in Hard Copy: | ||
| After completion of above process and filing of all above forms company will file application for shifting of Registered Office along with all the above mentioned documents with Regional Director of the Region. | ||
| Notice for Hearing from the Regional Director | ||
| After filing of application, if there will be any discrepancies in the documents then Regional Director will ask for the documents or If there will be no discrepancies then Regional Director will call for the hearing. | ||
| If hearing will be successful and Regional Director satisfied then he will issue order of shifting of Registered office of Company. | ||
| E-FORM- INC-28
|
♣ Attachments | |
| Within 30 days of receipt of Order. | ♣ Copy of Order of Regional Director | |
| E-FORM- INC-22
[Section-12 (2) & (4) Read with Rule 25 & 27 of the Companies (Incorporation) Rules- 2014. |
Attachments | |
| Within 30 days of receipt of order. | ♣ *Proof of Registered Office Address. | |
| ♣ *Utility Bills. | ||
| ♣ Proof that company is authorized to use the address as the registered office of company. | ||
| ♣ List of all the Companies (specifying their CIN) having the same registered office address, if any | ||
| F. | After completing of above mentions procedure the registrar of company will issue a certificate. (Change will take effect from the date of the registrar’s Certificate). | |
| G. | The second proviso rule 28(2)(b) provides that shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been stared against the company or prosecution under the Act is pending. | |
| H. | Section 12(3): The change of Location of Registered office shall be noted in the Name Board kept on the outside of every office of the company, its letter heads, business letters, bills of exchange and other documents where the registered office is mentioned | |
(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at [email protected])
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very useful. Step by step procedure given is very much appreciated.
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IMPROMPTU
Apart from the legal formalities enumerated in the write-up , there could be other related formalities need to be attended to and taken care of consequent upon any such shifting of corporate registered office; that could be either before or after the even t of such shifting, as the case may be, or warranted . For example, such shifting will entail a change in ‘tax jurisdiction’. For, under the scheme of tax laws, for instance, – the Income-tax Act, ordinarily, it is the AO and the other higher authorities having jurisdiction over the place of Address of the Registered Office who would have been assigned with powers in respect of all matters of compliance by the corporate. For more, e.g. as regards the related provisions for income-tax, CHAPTER XIII of the Act will require to be looked up.