Companies Act, 2013 Procedure

Procedure for Shifting of Registered Office from One State to Another

Napur Rathore
Nupur Rathore

Published on: Jul 29, 2020 / Updated on: Nov 5, 2020

Introduction

Company shall change the place of its Registered Office from one State to another by passing a Special Resolution.

Mandatory Requirements for Shifting of Registered Office from One State to Another

  1. Company shall take approval from the Central Government (Regional Director) for shifting of Registered Office from One State to Another.
  2. If Company is having more than 200 members then Special Resolution passed under this procedure is required to be passed only through Postal Ballot as per Section 110 read with Rule 22 of the Companies (Management and Administration) Rules, 2014.
  3. 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. [Section 30(9) of the Companies (Incorporation) Rules, 2014]

Following Procedure is to be followed for Shifting of Registered Office from One State to Another

  1. Convene a Meeting of Board of Directors [As per section 173 & SS-1]
    • Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
    • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
    • Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolution
      • To consider the proposal of shifting of Registered Office of the Company from One State to another, subject to the approval of shareholders in the General Meeting or through Postal Ballot.
      • To alter Memorandum of Association (MOA) consequently.
      • To authorize a CS or CFO or Director to file an application to Regional Director for taking approval for shifting the Registered office.
      • To authorize a CA/CS/CMA/Advocate to appear before the Regional Director and execute a Memorandum of Appearance.
      • To fix day, date, time and venue for holding General Meeting of the Company.
      • To approve the draft notice of General Meeting or Postal Ballot along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013.
      • To authorize the Director or Company Secretary to sign and issue notice of the General Meeting or Postal ballot and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision.
    • Listed Company shall submit the disclosure of Board Meeting within 24 hours from the conclusion of the Board Meeting and post the same on the website of the Company within 2 working days. [Regulation 30 & 46(3) of the SEBI (LODR) Regulations, 2015]
    • Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]
  2. Obtain Shareholders’ Approval
    A. By Convening a General Meeting, OR
    B. By Passing a Resolution by Postal Ballot. [Refer the Procedure for Passing of a Resolution by Postal Ballot]

    Convene General Meeting [Section 96, 100 and SS-2]

    • Notice of General Meeting shallbe given at least clear 21 days before the actual date of a General Meeting in writing, by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means Section 101.
    • Notice will be sent to all the Directors, Members, Auditors of Company, Secretarial Auditor, Debenture Trustees and to others who are entitled to receive the notice of the General Meeting.
    • Notice shall specify the day, date, time and full address of the venue of the Meeting and contain a statement on the business to be transacted at the Meeting.
    • Hold the General Meeting on fixed day and pass Special Resolution
      1. Change in the Registered Office of the Company from one State to another State
      2. Changes in the Memorandum of Association (MOA).
    • Listed Companies shall disclose the proceedings of General Meeting to the Stock Exchange within 24 hours from the conclusion of General Meeting and same shall be posted on the website of the company within 2 working days. [Regulation 30 and 46(3) of the SEBI (LODR) Regulations, 2015]
    • Listed Companies shall submit to the stock exchange the details of the voting results within 48 hours from the conclusion of the meeting and post the same on the website of the Company. [Regulation 44 of the SEBI (LODR) Regulations, 2015]
    • Prepare the minutes of General Meeting, get them signed and compile accordingly. [Refer the Procedure for Preparation and Signing of Minutes of General Meeting].
  3. File Form MGT-14 with ROC
    File Form MGT-14 with the ROC within 30 days of passing Special Resolution in General Meeting along with fee as specified in the Companies (Registration offices and fees) Rules, 2014 and with the following attachments

    • Certified True Copies of the Special Resolution passed along with Explanatory Statement.
    • Copy of the Notice of meeting sent to members along with all the annexure
    • Shorter Notice Consent Letters from the members in case the General Meeting was convened at shorter notice.
    • A printed copy of the Memorandum of Association and Article of Association
    • Copy of Attendance Sheet of General Meeting
    • Any other attachment as may be applicable.
  4. Publish Advertisement in Newspaper
    The company shall, not more than thirty days before the date of filing the application in Form INC-23

    • advertise in the Form INC-26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper with wide circulation in the State in which the Registered Office of the Company is situated.
    • a copy of advertisement shall be served on the Central Government immediately on its publication
      • by registered post with acknowledgement due, individual notice, to the effect set out in clause (a) on each debenture-holder and creditor of the company
      • 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.
  5. File Form INC-23 with the Central Government (Regional Director)
    An application for the purpose of seeking approval for alteration of 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 (Regional Director) in Form lNC-23 along with the fee and shall be accompanied by the following documents, namely

    • a copy of Memorandum of Association, with proposed alterations
    • a copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of the number of votes cast in favour or against the resolution
    • a copy of Board Resolution or Power of Attorney or the executed vakalatnama, as the case may be.
    • 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 application by not more than one month, setting forth the following details, namely
      • the names and address of every creditor and debenture holder of the company
      • the nature and respective amounts due to them in respect of debts, claims or liabilities.
  6. File Form INC-28 with ROC
    Where an alteration of the Memorandum results in the transfer of the Registered office of a Company from one State to another, a certified copy of the order of the Central Government approving the alteration shall be filed by the Company with the Registrar of each of the States in Form INC-28 along with the fee within thirty days from the date of receipt of certified copy of the order.
  7. File Form INC-22 with ROC
    Within 30 days of approval, file notice of change of situation of the registered office and verification thereof in E-Form INC-22 with the Registrar along with the prescribed fee as per Companies [(Registration Offices & Fee) Rules 2014 along with following documents

      li>Certified true copy of Special Resolution with Explanatory Statement

    • Copy of order of Regional Director
    • Copy of Altered Memorandum of Association
    • Registered document of the title of the premises in the name of the companyOR

      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

    • Authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization to use the premises as registered officeOR

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

    • Copy of utility service bill like telephone, gas, electricity, etc. depicting the address of the registered office, not older than 2 months
    • The list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address.
  8. Certificate from ROC
    ROC of the state where the Registered Office is being shifted shall register the same and issue a fresh Certificate of Incorporation indicating the alteration.
  9. Intimation to the Stock Exchanges [Regulation 30 and 46(3) of the SEBI (LODR) Regulation, 2015
    Every Listed Company shall inform the Stock Exchange (where the securities are listed) about the effective date of change of Registered Office of the Company within 24 hours from the registration of notice by ROC and the same shall be posted on the website of the Company within 2 working days.
  10. Compliances after Approval from ROC for Change of Registered Office
    Company shall undertake the following actions after receiving approval from ROC

    • Company may optionally issue a general notice by way of an advertisement in newspaper(s) informing all members and other stakeholders, about the change of situation of the registered office of the Company.
    • Amend the address of Registered office of the Company on outside of every office, building etc. in which its business is carried on, in a conspicuous position and in legible letters. [Section 12(3)(a)]
    • Substitute the address printed on all business letters, letter heads, Billheads, Invoice Forms, Receipt Forms and all other official publications. [Section 12(3)(c)]
    • Update new address of registered office with all the Banks where Company is operating Bank Accounts.
    • File application with Income Tax Authority for updating the address of the Company in PAN and TAN.
    • Update the new address of the Company with the Basic Utility Service providers like Electricity providers, Telephone Internet connections in the name of the Company etc.
    • Update new address of the Company with various govt. authorities like Central Excise Authorities, Customs Authorities, Sales Tax Authorities and Service tax Department etc.
    • Update the new address of the registered office with the NSDL, CDSL & RTA as applicable.
  11. File Necessary Amendment Application under following Acts
    1. Goods and Services Act
    2. Shops & Establishment Act
    3. Factories Act
    4. Foreign Exchange Management Act
    5. Inter-State Migrant workmen Act
    6. Private Security Agency Act
    7. EPF
    8. ESI
    9. Other Labour Laws
    10. Industry Specific Laws
Subscribe Newsletter Request a demo Contact Us