CS Ritu Nagpal

CS Ritu Nagpal

For changing the registered office from one state to another, the company needs to amend the MOA.

1. A special resolution needs to be passed by the company for alteration in the MOA. This special resolution also needs to be filed to the ROC in Form MGT-14 within 30 days of passing the resolution.

2. For changing the registered office from one state to another, the company needs to get the approval of the CG in form INC-23. Following documents are to be attached along with the application in form INC-23 for change of registered office from one state to another:

3. A copy of the memorandum and articles of association;

4. A copy of the notice convening the general meeting along with relevant Explanatory Statement;

5. A copy of the special resolution sanctioning the alteration by the members of the company;

6. 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 favour or against the resolution;

7. An affidavit verifying the application;

8. The list of creditors and debenture holders entitled to object to the   application;

9. An affidavit verifying the list of creditors; the document relating to payment of application fee;

10.  A copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

11. The Central Government shall dispose of the application for change of registered office outside the state within a period of sixty days and 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.

12. The approval of the CG shall be filed with the Registrars of both the states in which the old and the new registered office of the company are situated.

Registrar of the State where the registered office is being shifted to, shall register the change, and shall issue a fresh certificate of incorporation indicating the alteration.

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October 2020