Procedure of Shifting of Registered office from One State to Another State

In accordance with the provisions of Section 13(4), the alteration of the memorandum relating to the place of the registered office from one state to another shall not have any effect unless it is approved by the Central Government on an application in this behalf made by the company.

The following procedure is to be followed for shifting of registered office of a Company from one state or union territory to another under Section 13 read with Rule No. 30 and 31 of the Companies (Incorporation) Rules, 2014:-

1. Issue not less than 7 days notice and agenda of Board meeting, or a shorter notice in case of urgent business, in writing to every director of the company at his address registered with the company as per the provisions of Section 173(3) of the Companies Act, 2013 and call a Board Meeting to consider the proposal to shift the registered office of the Company to another state or union territory. Also follow the procedure prescribed for issuing and signing of notice of Board Meeting.

2. Hold a meeting of Board of Directors-

  • To pass the necessary Board Resolution for approving proposal of shifting of registered office from one state to another state subject to the approval of shareholders in general meeting and approval of Central Government.
  • To delegate authority to Company Secretary or any one director of the company to sign, certify and file the required form with Registrar of Companies and to do all such acts and deeds as may be necessary to give effect to the proposed shifting.
  • To fix day, date, time and venue for holding general meeting of the Company for passing a special resolution for altering the memorandum of association of Company so as to change the situation of its registered office to another state, subject to the approval of central Government.
  • To approve the draft notice of general meeting along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013. The notice of general meeting must contain text of Special Resolution for shifting of Registered Office of Company.
  • To authorize the Director or Company Secretary to sign and issue notice of the general meeting.

3. Prepare and circulate draft minutes within 15 days from the date of the conclusion of the Board Meeting, by hand/speed post/registered post/courier/e-mail to all the Directors for their comments. Alsofollow the procedure prescribed for preparing, circulation, signing and compiling of Board Minutes.(Secretarial Standards-1 )

4. Send notice of the General meeting proposing the aforementioned special resolution to all the shareholders, directors, auditors and other persons entitled to receive it, by giving not less than clear 21 days notice or shorter notice, if the consent is given in writing or through electronic mode by not less than 95% of the members entitled to vote at such meeting, either in writing or through electronic mode (Section 101). Also follow the procedure prescribed for issuing and signing of notice and convening of General Meeting.

5. Hold the general meeting on the fixed day and pass the Special Resolution by 3/4th majority for altering the memorandum of association of Company so as to change the situation of shifting of Registered Office of the Company to another state, subject to the approval of Central Government. [Section 13(1)]

Also Read : SPECIAL RESOLUTION FOR SHIFTING OF REGISTERED OFFICE

FROM ONE STATE TO ANOTHER UNDER COMPANIES ACT 2013

6. Follow the procedure prescribed for preparing, signing and compiling of minutes of General Meeting.

7. File certified copy of special resolution(s) passed in general meeting with the Registrar in E-Form No. MGT.14 under Section 117 of the Act within 30 days of passing Special Resolution in general meeting along with fee as specified in the Companies (Registration offices and fees) Rules, 2014. along with the following attachments:

a. Copy of Special Resolution passed along with Explanatory Statement.

b. Notice for convening the General Meeting of the Company

c. Shorter Notice Consent Letters from the members in case the General Meeting was convened at shorter notice.

d. Any other attachment as may be applicable.

8.Prepare a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of the application by not more than one month setting forth the following details:

  • the names and address of every creditor and debenture holder;
  • the nature and respective amounts due to them in respect of debts, claims or liabilities [Rule 30(2) of the Companies (Incorporation) Rules, 2014]

9. Not less than 14 days before the date of hearing, the Company is required to:

(a) Advertise an application in the Form No.INC.26, at least once in English Language in any English daily newspaper and once in a vernacular newspaper in principle vernacular language of the district where the Registered Office of the Company is situated, circulating in that district.

(b) Serve individual notices, by registered post with acknowledgement due, to each debenture holders and creditors of the company.

(c) Serve, by registered post with acknowledgement due, a notice together with the copy of application to the Registrar and to the SEBI, in the case of listed companies and to the regulatory body, if the company is regulated under any special act.[Rule 30(6) of the Companies (Incorporation) Rules, 2014]

10.Check whether any objection of any person whose interest is likely to be affected by the proposed application has been received by the Company. [Rule 30(7) of the Companies (Incorporation) Rules, 2014].

11.Serve a copy of the application along with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the Registered Office of the Company is situated. [Rule 30(5) of the Companies (Incorporation) Rules, 2014]

12.File an application with the Central Government in Form No. INC.23 within 1 month of the date of preparation of the list of creditors and after 14 days from the date of advertising the application, along with fee and accompanied by the following documents as specified in Form No. INC.23:

  • Certified true copy of the MOA and AOA of the Company.
  • Certified true Copy of the notice convening the general meeting along with relevant Explanatory Statement.
  • Certified true Copy of the special resolution sanctioning the alteration.
  • Certified true copy of the minutes of the meeting at which the special resolution was passed, giving details of the number of votes cast in favor or against the resolution.
  • An affidavit verifying the application.
  • List of creditors and debenture holders entitled to object to the application.
  • Affidavit verifying the list of creditors, signed by the Company Secretary of the company, if any and at least two directors of the company, one of whom shall be a managing director, if any to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion 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.
  • Document relating to payment of application fee.
  • Copy of Board Resolution or Power of Attorney or the executed Vakalatnama, as the case may be.
  • Affidavit from the directors stating that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state.
  • Copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar
  • Copy of the acknowledgment of service of a copy of the application with complete annexures to Chief Secretary of the state or union territory where the registered office is situated at the time of filing the application.
  • Copy of advertisement in newspapers;
  • Details of prosecution/inspection/inquiry/Investigation filed against the company and its officers in default
  • Copy of objections received, if any [Rule 30(1) of the Companies (Incorporation) Rules, 2014]

13.If any objection of any person whose interest is likely to be affected by the proposed application has been received then serve a copy thereof to the Central Government on or before the date of hearing. [Rule 30(7) of the Companies (Incorporation) Rules, 2014]

14.If no objection has been received from any of the parties, who have been duly served, the application may be put up for orders without hearing. [Rule 30(8) of the Companies (Incorporation) Rules, 2014]

15. The Central Government shall ensure that every creditor and debenture holder who signifies his objection in the manner directed by the Central government, either his consent has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government. [Rule 30(9) of the Companies (Incorporation) Rules, 2014]

16. The Central Government shall dispose of the application within a period of 60 days and make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper. [Section 13(5) and Rule 30(10) of the Companies (Incorporation) Rules, 2014]

17. File the certified copy of the order of the Central Government in Form No. INC.28 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 with the Registrar of each of the States within 30 days from the date of receipt of certified copy of the order. [Section 13(7) and Rule 31 of the Companies (Incorporation) Rules, 2014]

18. The Registrar shall register the change of registered office and the Registrar of the State where the registered office is being shifted to, shall issue a fresh certificate of incorporation indicating the alteration.[Section 13(7)]

19. The certificate issued by the Registrar shall be conclusive evidence that all requirements have been complied with and the change shall take effect from the date of the certificate.

20. File the notice of change with the new Registrar in Form No. INC.22 along with the fee within 15 days from the date when the change becomes effective.

The following documents are required to be attached to Form No. INC.22:

a) Registered document of the title of the premises of the registered office in the name of the company; OR

Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than 1 month; OR

Authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

(b) NOC from director, if registered office is owned by the Director and not taken on lease by the Company

(c) the proof of evidence of any utility service bill like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than 2 months. (Section 12(4) read with Rule 25 of the Companies (Incorporation) Rules, 2014

Notes:

1. 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. [Proviso to Rule No. 30(10) of the Companies (Incorporation) Rules, 2014]

2. 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. [Rule No. 30(4) of the Companies (Incorporation) Rules, 2014]

3. Currently, powers of Central Government under this provision has been delegated to Regional Director.

ACTION POINTS REQUIRED TO BE TAKEN AFTER CHANGE OF REGISTERED OFFICE:

a) Issue a general notice by way of an advertisement in newspaper(s) informing all members and other concerned persons, about the change of situation of the registered office of the company.

b) Make necessary changes in every copy of the MOA/AOA, Adoption of new common seal.

c) Amend the address of Registered office of the Company on outside of every office, building etc. [Pursuant to Sec 12(3)(a)]

d) Amend the address printed on all business letters, letter heads, Billheads, Invoice Forms, Receipt Forms and all other official publications. [Pursuant to Sec 12(3)(c)]

e) Update new address of registered office with all the banks where Company is operating Bank Accounts.

f) File application for new Pan and Tan for updating the address of the Company.

g) Update new address of the Company with various govt. authorities like Central Excise Authorities, Customs Authorities, Sales Tax Authorities and Service tax Department etc or surrender the old registrations and obtain the new registrations, as applicable.