There might be a situation when a Company wants to shift its registered office from one state to another for various reasons such as change of core activities of the Company, majority of senior management located in the state other than registered office, etc. In such a situation, the Company has to pass special resolution in the extra ordinary general meeting and file petition with Regional Director having jurisdiction to seek approval. Accordingly, in this article, we shall study about the procedure, compliances and timeline about shifting of registered office from one state to another.

PROVISIONS APPLICABLE: 

PROCEDURE: 

S. No. Particulars
1. Give notice to Directors along with the agenda and notes on agenda to convene the Board Meeting at least seven days before the date of the meeting in compliance with the Secretarial Standards I to consider the proposed shifting.
2. Convene the Board Meeting to decide upon the shifting of registered office of the Company and accordingly, send notice to convene a meeting of the Board of Directors for the following:

Finalise the draft list of creditors and debenture holder and their respective claims.

  • Decide upon the day, time, date and place to convene extra ordinary general meeting (“EOGM”)
  • Approval of draft notice to convene EOGM.
  • Approve the draft altered memorandum of association
  • Approve the draft altered articles of association.
3. Send notice to members to convene EOGM of least before 21 clear days in compliance with the Secretarial Standards II.
4. Convene EOGM to pass special resolution to take shareholders approval w.r.t. shifting of registered office from one state to another.
5. File MGT-14 within 30 days of passing the special resolution.

Attachments:

  • Certified true copy of the special resolution along with the explanatory statement.
  • Altered memorandum of association
  • Altered articles of association
  • Notice of the convened EOGM.

Note that the e-Form MGT-14 in this case shall be approved on straight through processing mode.

6. Not more than 30 days before the date of filing the application in Form INC-23 (i.e. the gap between the filing of application and newspaper advertisement and other things mentioned below should be maximum of 30 days), do the following:

Advertise in Form INC-26, in English and regional language of the state in which the registered office of the Company is situated;

Dispatch individual notice to each creditor and debenture holder;

Note that the copy of advertisement as floated in the newspapers shall be couriered to the Regional Director as well.

7. Draft the petition and get the same signed along with the power of attorney to present the petition.
8. File one copy of the petition to Chief Secretary of the state having jurisdiction, one to Registrar of Companies (ROC) in soft in Form GNL-2 and the one to any regulator like stock exchange, IRDA, etc, in case applicable. The petition shall also be submitted to the ROC in hard.
9. The original copy of the petition shall be couriered to the Regional Director in hard and soft shall be filed in Form INC-23.
10. On completion of such inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, shifting of registered office shall be allowed and the RD shall pass such order as to costs it may deem fit.
11. The order as received from RD shall be filed with ROC within 30 days from the date of receipt of certified copy of the order in Form INC-28.
12. File e-Form INC-22 within 30 days of date of approval of Form INC-28 along with the following attachments:

  • Ownership proof viz paid property tax receipt, rent agreement, lease deed, etc.;
  • No objection certificate;
  • Copy of utility bill (not older than two months)

TIMELINE FOR SHIFTING IN SHORT:

S. No. Events Timelines
1. Convene of Board Meeting X
2. Convene Extra Ordinary General Meeting to approve shifting and send notice X+25
3. Filing of Form MGT-14 X+25+30
4. Advertisement in INC-26 Maximum 30 days before filing of petition
5. Notice to creditors Maximum 30 days before filing of petition
6. Service of Newspaper publication to RD Immediately on publication
7. Filing of petition to ROC (e-Form GNL-2), Chief Secretary, other regulator (Stock Exchanges, IRDA, etc.) and RD (e-Form INC-28) Within 30 days of newspaper publication
8. Filing of Form INC-28 Within 30 days of order of RD
9. Filing of Form INC-22 Within 30 days of approval of Form INC-28

DOCUMENTS TO BE FILED TO REGIONAL DIRECTOR WITH APPLICATION:

1. List of dates and events, setting out the date of board meeting and extra ordinary general meeting in which resolution for shifting was passed.

2. Altered MOA and AOA.

3. Certified copy of minutes of extra ordinary general meeting.

4. Power of Attorney or Board Resolution authorizing to file application.

5. Separate Declaration with respect to the following by any of the two Directors:

  • That full enquiry has been made and list of creditors is correct;
  • That no employee shall be retrenched as a consequence of shifting;
  • Compliance with all necessary laws.
  • That no enquiry, investigation or inspection is going on against the Company.

6. List of creditors, not more than 30 days, setting forth the details such as names, address, nature of amount due and total amount due. Further, an affidavit verifying the list of creditors shall also be attached.

7. Copy of newspaper advertisement.

8. Acknowledgment of service of petition to ROC and Chief Secretary.

9. Memorandum of Appearance or Power of Attorney to represent the Company before Regional Director.

FREQUENTLY ASKED QUESTIONS:

1. How the Company should send notice and other documents to creditors, ROC, RD, etc?

It is always recommended to send notice via registered post and not through courier, as sending through registered post is a more authenticated medium in the eyes of law.

2. In case any inquiry, investigation or inspection is going on against the Company, then can we apply for shifting?

No, in case any inquiry, investigation or inspection is going on against the Company then the Company cannot apply for shifting.

3. What are the post shifting compliances?

The following are the post shifting compliances:

  • Applying of revised PAN/TAN.
  • Updating bank account details of the Company.
  • Updating the stationery of the Company.
  • Alteration of MOA and AOA.
  • Intimation to the concerned authorities like GST, TDS, etc.

{The author is a Company Secretary in Practice at Kajal Goyal and Associates, Delhi and can be reached at (M) 9999952595 and (E) cskajalgoyal@gmail.com}

Author Bio

Qualification: CS
Company: Kajal Goyal and Associates
Location: Delhi, New Delhi, IN
Member Since: 11 Jun 2018 | Total Posts: 53
KAJAL GOYAL AND ASSOCIATES, is a Company Secretary proprietorship firm, offering its expertise and one stop solutions for all Corporate compliance requirements to the clients with a strong emphasis on ethics and ‘being on toes’. Capable delivering services related to Companies Act, FEMA, Re View Full Profile

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