Registered office address is the address at which all official letters, notices and reminders will be sent by any person, any government or non-government or regulatory body. Under Section 7 of the Companies Act, 2013, registered companies are required to establish its principal place of business with 30 days of its incorporation. Usually, a registered office is situated where most of the shareholders reside. However, a company can shift its registered office from one place to another for better management. The shifting of registered office can be in the following ways:
- within the local limits of same city, town or village within the same state
- outside the local limits of the same city, town or village but within the same state.
- From the jurisdiction of One ROC to jurisdiction of ROC within the same state
- From one state to another state.
Currently we will be highlighting the shifting of registered office from one state to another state.
PROCESS OF SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE
- Call and hold the board meeting
- To consider the proposal for shifting of registered office
- Fix the date, time and place of the general meeting
- Approve the notice of Extra-Ordinary General Meeting and calling of General Meeting
- Authorize the CS or director to file an application with Regional Director to alter clause II of Memorandum of Association within whose jurisdiction the registered office of the company is situated
- The board shall authorize a director and the Company Secretary to take the consent of all the creditors and debenture holders, if any and to check whether provisions have been made to discharge all the liabilities.
- To authorize the CS or director to file an application with the Central Government for approval for shifting of registered office.
- Send the notice to all the members of the company along with the explanatory statement. It must be noted that the notice must be send at least clear 21 days before the date of the Extra-Ordinary General Meeting (excluding the date of dispatch of notice and date of holding EGM).
- Hold the General meeting and obtain approval of shareholders by passing special resolution for shifting of registered office.
- Prepare the minutes of Extra-Ordinary General Meeting.
- After obtaining approval of shareholders by passing special resolution, file Form MGT-14 with ROC within 30 days of passing Special Resolution along with the notice and altered MOA, copy of special resolution, copy of board resolution along with the prescribed filling fees.
- Publish a notice in the form of an advertisement in Form INC-26, at least one in vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and at least once in English Language in the English newspaper both having wide reach in the district where the registered office is situated.
- Prepare a list of creditors and debenture holders mentioning their names, address, occupation and the amount due to them.
As per rule 30 (2) of Companies (Incorporation) Rules, 2014. An affidavit must be signed by a Company Secretary of the company, if any and not less than two directors of the company, one whom shall be the managing director, where there is one, stating that they have made full enquiry into the affairs of the company, 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 the 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.
- An application on an affidavit shall be made by the directors of the company that no employee has been retrenched as a consequence of shifting of registered office from one state to another.
- Compile all the documents for shifting of registered office and submit and application to the chief secretary of the state where the registered office of the company is situated at the time of making an application and obtain acknowledgement of receiving the application.
- The petition is to be filed along with the enclosures, which should be serially numbered and scanned copy of petition is filed in Form GNL-2 with the Registrar of Companies.
- The company shall submit the original documents with the Regional Director for seeking approval for shifting of registered office from one state to another. The application shall be made in Form No INC-23 along with necessary enclosures and prescribed filing fees. The enclosures to Form INC-23 are enumerated below:
- A copy of Memorandum and Articles of Association of the company.
- Certified true copy of the board resolution
- A copy of notice of General Meeting along with explanatory statement thereto.
- Copy of Special Resolution passed in the General Meeting.
- Copy of the minutes of the General Meeting
- An Affidavit verifying the application (on stamp paper duly notarized)
- A list of creditors and debenture holders entitled to object to the application
- An Affidavit from at least two directors, verifying the list of creditors (on stamp paper duly notarized).
- The document relating to the payment of application fees.
- Copy of newspaper advertisement.
- Affidavit from two directors verifying non-retrenchment of employees (on stamp paper duly notarized).
- Affidavit verifying the publication of notice in newspapers.
- Memorandum of Appearance and board resolution authorizing Company Secretary/ Chartered Accountant/ advocate.
- A copy of Board Resolution or Power of Attorney or the executed Vakalatnama, as the case may be in favour of professional.
- An Affidavit verifying the list of employees (on stamp paper duly notarized).
- Copy of latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report.
- Affidavit proving the dispatch and service of notice to the chief secretary.
- Board Resolution authorizing the director to submit the petition.
- Form MGT-14 along with paid challan.
Further, hard copy of documents is also to be submitted with the concerned Regional Directors.
- After checking the application and the annexures, a hearing shall take place at the Regional Directors office which is to be represented by the company or practicing professional or advocate. The representations of the creditors, if any are also to be heard before making any order.
- Where any objection of any person is received whose interest is likely to affected by the proposed application has been received by the applicant, it shall serve a copy thereof to the central government on or before the date of hearing, if objection is received, Central Government will, before passing any order, ensure that the company has either obtained consent of the person who had objected to the alteration or his debt or claim has been discharged or has determined or has been secured to the satisfaction of the Central Government.
- 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.
- Where no objection has been received from any person in response to the advertisement or notice or otherwise, the application may be put up for orders without hearing and he order either approving or rejecting the application shall be passed within fifteen days of the receipt of the application.
- Upon satisfaction, the Regional Director shall make an order confirming the shifting of Registered office on such terms and conditions, if any, as it thinks fit, and make such orders as to costs as it thinks proper. The company shall file the order passed by the Regional Director with the ROC in form INC-28 within 30 days of confirmation of shifting of registered office by the Regional Director. Order Passed by the Regional Director shall be the mandatory attachment to form INC-28.
- File form INC-22 within fifteen days of confirmation of shifting of registered office by the central government along with the following enclosures and prescribed filing fees:
- Copy of Rent Agreement/Title Proof/Lease Deed/Allotment Letter etc. of the Reg. Office
- Latest Copy of Utility Bill of the Reg. Office (Not older Than Two Months)
- NOC from Owner of the premise for Reg. Office
- If all the documents are in order, Registrars of both states will approve the forms and update the shifting of Registered office in their respective records. A new certificate of incorporation shall be issued within a period of 30 days of submission of Form INC-22 by the ROC of the state in which the registered office of the company is to be situated.
