Shifting of Registered Office from One State to Another By Gaurav Bhatt


• Send B.M. notice of Minimum 7 days before the date of B.M.

• Then Pass the Board Resolution on the Board Meeting date for following items:

  1. Shifting of Registered office from one state to another state.
  2. Fix Day, Date, Time for EGM
  3. Approval of Notice for Calling of EGM to pass a Special resolution regarding alteration of MOA for shifting of registered office.
  4. Authorization to Director to send the notice of EGM
  5. Authorization to Director to represent the company before the RD.
• Send Notice of the EGM of at least 21 clear days to members of the company.

• Hold EGM of the company and pass the Special Resolution for shifting of registered office from one state to another state.

• Then File Form MGT-14 with ROC within 30 days of the passing of the special resolution along with Notice, Explanatory Statement and Special resolution.

• The Company shall, within 30 days before the date of filing application to Regional Director , completed the following activities:

(a) advertise Notice for shifting of Registered Office in Form No. INC. 26 in the vernacular newspaper in the local language of the district and in the English language in an English newspaper with the wide circulation in the state where the registered office of the company is situated.

Provided that a copy of advertisement also served on the Central Government (Regional Director) immediately on its publication in Newspaper.
 
(b) Serve, by registered post with acknowledgment due, individual notice, on each debenture-holder and creditor of the company; and

(c)  Serve, by registered post with acknowledgement due, a notice along with copy of application to the Registrar (Physically).

It is a matter of good practice that copy of the application along with annexures filed to the ROC in E-Form No. GNL-2 and challan of that form would be entered in Aforementioned Notice to ROC.

• Notice to Chief Secretary (In case of Union Territories, appointed by Lieutenant General)/(Appointed by the Chief Minister, in case of State Government)


• An Application under sub-section (4) of section 13 in Form No. INC. 23, for seeking approval change of place of the registered office from one State to another, shall be filed with the Central Government(Regional Director) along with the fee and shall be accompanied by the following documents, namely:—

  1. Certified True Copy of Memorandum of Association, with proposed alterations;
  2. Latest List of Shareholders and Directors
  3. Copy of Notice of Advertisement in English and Vernacular Language
  4. Copy of the minutes of the General Meeting at which the resolution authorizing such alteration was passed, showing details of the number of votes cast in favor or against the resolution;
  5. Notice of AGM with Special Resolution and Explanatory Statement Also.
  6. MGT-14 filed for Special Resolution passed in respect of Shifting of Registered Office along with Challan
  7. Copy of Board Resolution/Power of Attorney/the executed Vakalatnama, (as the case may be).
  8. List of Creditors and Debenture Holders, of not more than 1 Month preceding the date of filing of an application with 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.

Note: Along with List of Creditors and Debenture holders, Certificate by the auditor that list of Creditors is correct.

  1. Declaration signed by the by Minimum 2 directors of the company and Company Secretary of the company (if any), stating that:
(i)   they have made a full inquiry into the affairs of the company have concluded that the list of creditors is correct, and

(ii)  that the estimated value as given in the list of the debts 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.

  1. Copy of Latest Provisional Financial Statement.
  2. Declaration by At least 2 Directors of the company that no employee shall be retrenched as a result of shifting of registered office from one state to another state.
  3. Affidavit by Minimum 2 Directors of the Company and Company Secretary of the company (if any) for following items:
              a. Affifavit verifying Application
              b. Affidavit proving the dispatch, service and publication of notice
              c. Affidavit for enquiry, inspection, investigation and prosecution against the company
              d. Affidavit regarding compliance of Rule 30 of Companies Incorporation Rules, 2014        
              e. Affidavit for Statutory Dues
  1. Notice to Chief Secretary along with acknowledgement Due also attached.
  2. Notice filed to ROC in respect of shifting of registered Office
  3. Memorandum Of Appearance by Practicing Professionals in name of Regional Director
  4. Duly authenticated copy of the advertisement and notices issued
  5. Copy of the objection received by the applicant(if any)
  6. Copy of Special Notice sent to the creditor with proof of acknowledgment
  • 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 Rs. 10/page to the company.
  • Where no objection has been received from any person, the application may be put up for orders without hearing and the order for approving or rejecting the application shall be passed within 15 days of the receipt of the application.
  • The order passed by the Central Government (Regional Director) 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.
  • Order of the RD to be filed within 30 days in form INC-28 to ROC.
  • Within 15 days of the order passed by RD: E-Form INC-22 to ROC for shifting of Regd. Office
 

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