Shifting of Registered Office from one State to another By Ekta Pandey


Section 12 and 13 of the Companies Act, 2013 and Companies (Incorporation) Rules, 2014 states the law and procedure regarding having a registered office of the Company and shifting of registered office of the Company.

Provisions and procedures relating to shifting of Registered Office (RO) from one state to another state are as follows:
 
Provisions relating to shifting of the registered office from one state to another are contained in Section 13(4) of the Companies Act, 2013 which are detailed in rule 30 of The Companies (Incorporating) Rules, 2014.

A registered office is an official address of a company to which all official letters and reminders will be sent by any person, any government or non-government or regulatory body.

Under Companies Act, Shifting of the registered office of Company from one state to another require many approvals like shareholders, Regional Director and many intimations like Chief Secretary, Creditors, Public, and Registrar of Companies etc. 
 
FORMS TO BE FILED AND DUE DATE:

S. No

Form & its particulars

Due date

1

Form MGT 14 – for the filing of the special resolution

Within 30 days of passing resolution

2

Form GNL 1/GNL 2

To be filed simultaneously with the filing of form INC 23

3

INC 23 – Application to RD for seeking approval to shift the RO from one state to another

At least 1 month after serving notice to creditors and publication of a newspaper advertisement

4

INC 26 – Advertisement to be published in the newspaper for the change of RO from one state to another

Not more than thirty days before the date of filing the application in Form No. INC.23

5

INC 28 – Certified copy of Central Government order (RD) to be filed with ROC

Within 30 days of the passing of the order

6

INC 22 - For shifting of RO

Within 30 days of the order passed by RD

 
Stepwise procedure for shifting of registered office from one state to another state:

  1. Send Board Meeting notice at least seven days before the date of Board Meeting.
  2. In Case of Listed Company, at least seven days before the Board Meeting, publish notice of the board meeting in the newspaper. Simultaneously, send the copies of the said publication to the Stock exchanges.
  3. Hold the Board Meeting for:
    • Passing the Resolution for Shifting of Registered office from one state to another state.
    • Approval of Notice for Calling of EGM for passing a special resolution for shifting of registered office.
    • Authorization to Director/ Company Secretary to sign the documents.
    • Engagement of Company Secretary to represent the company before Regional Director.
  4. Intimate the Stock Exchanges about the passing of the resolution in the board meeting.
  5. Send Notice of the EGM to at least 21 days clear days before the members of the company. Simultaneously, send the copies of the said notice to the Stock exchanges.
  6. Publish the notice of EGM in the newspaper and send the copy of such publication to the stock exchanges.
  7. Hold EGM of the company and pass the special resolution for shifting of registered office from one state to another state and authorize Director/ Company Secretary to sign/ file/ deal with the department.
  8. Intimate the conclusion of the EGM to the stock exchanges (In case of a listed entity).
  9. File e-form MGT-14 with ROC within 30 days of the passing of the special resolution.
  10. Prepare the application for shifting of registered office to be filed to Regional Send a copy of the application with complete annexure to the Registrar (ROC) And Chief Secretary of the State where the registered office is situated at the time of filing the application and obtain acknowledgment for sending the notice
  11. An application under sub-section (4) of section 13, for the purpose of seeking approval for alteration of the memorandum with regard to the change of place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC.23 along with the fee and shall be accompanied by the following documents, namely:—

(a)

 

a copy of Memorandum of Association, with proposed alterations;

(b)

 

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 favor or against the resolution;

(c)

 

a copy of Board Resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

 

  • After the amendment, the following documents are not required to attach to the application, namely:-
    • a copy of the articles of association;
    • a copy of the special resolution sanctioning the alteration by the members of the company;
    • an affidavit verifying the application;
    • the document relating to payment of application fee; and
    • a copy of NOC from RBI, where the applicant is a registered NBFC.

 


NOTE: There shall be attached to the application, a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of an application by not more than one month, setting forth the following details, namely:—

(a)

 

the names and address of every creditor and debenture holder of the company;

(b)

 

the nature and respective amounts due to them in respect of debts, claims or liabilities:


  1. Provided that the list of creditors and debenture holders, accompanied by declaration signed by the Company Secretary of the company, if any, and not less than two directors of the company, one of whom shall be a managing director, where there is one, stating that (ithey have made a full inquiry into the affairs of the company and, having done so, have concluded that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge, and
No employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory.

  1. A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.
  1. The company shall, not more than thirty days before the date of filing the application in Form No. INC.23 ( earlier it was at least before 14 days of hearing)

(a)

 

advertise in the Form No. INC.26 in the vernacular newspaper in the principal vernacular language in the district and in the English language in an English newspaper with the widest circulation in the state in which the registered office of the company is situated:

 

 

Provided that a copy of advertisement shall be served on the Central Government immediately on its publication.

(b)

 

serve, by registered post with acknowledgment due, individual notice, to the effect set out in clause (a) on each debenture-holder and creditor of the company; and

(c)

 

serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.


There shall be attached to the application a duly authenticated copy of the advertisement and notices issued under sub-rule (5), a copy each of the objection received by the applicant, and tabulated details of responses along with the counter-response from the company received either in the electronic mode or in physical mode in response to the advertisements and notices issued under sub-rule (5).
 
  1. Where no objection has been received from any person in response to the advertisement or notice under sub-rule (5) or otherwise, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of the application.
  1. Where an objection has been received,

(i)

 

the Central Government shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.

(ii)

 

where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.


  1. The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit, and may include such order as to costs as it thinks proper:
  2. Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.
  3. 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".
COMPARISON BETWEEN THE OLD AND NEW RULES REGARDING SHIFTING OF REGISTERED OFFICE:

Basis of Difference

Before the Amendment

After the Amendment

Due Date of publication of advertisement in INC-26

At least before 14 days of hearing

Not more than thirty days before the date of filing the application in Form No. INC.23

Serving the copy of the advertisement to Central Government

Earlier, there was no such requirement of serving the copy of the advertisement to Central Government

A copy of advertisement shall be served on the Central Government immediately on its publication

Time limit for approving or rejecting the application

Earlier, 15 days time limit was not prescribed

Where no objection has been received from any person in response to the advertisement or notice, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within 15 days of the receipt of the application.

Consequences in case of objections received.

Earlier, there were no such conditions or consequences given, in case of objections received.

 

  • Where an objection has been received,

The Central Government shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.           

Where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.

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  • Thank you so much its more helpful and the way of explaination is very good.. Thanks Once again :)

    16-05-2019 / 04:36:03 PM
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