Procedure for Shifting of Registered Office from One State to Another

Aakanksha Singhal

Aakanksha Singhal

Published on: Jul 29, 2020

Khushboo Sharma

Updated on: Dec 19, 2024

★★★★★(112 Rating)

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Introduction

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

Applicable Provisions:

1. Section 12, 96, 100, 173 of Companies Act, 2013
2. Rule 22 of the Companies (Management and Administration) Rules, 2014
3. Rule 30 of the Companies (Incorporation) Rules, 2014
4. Regulation 44 of SEBI (LODR) Regulations, 2015
5. Clauses of Secretarial Standard on Board Meeting (SS-1)
6. Clauses of Secretarial Standard on General Meeting (SS-2)

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]
   • The company shall convene a Meeting of its Board of Directors to pass a Board resolution for approving the proposal of shifting of registered office of the company. Refer to the Procedure for Conducting Board Meeting for the detailed procedure.
   • 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
   Convene General Meeting [Section 96, 100 and Secretarial Standard (SS-2)]:
   • The company shall convene a General Meeting of its Members to pass a Special resolution for approving the proposal of shifting of registered office of the company.Refer to the Procedure for Conducting General Meeting for a detailed procedure.
   • Prepare the minutes of General Meeting, get them signed and compile accordingly. [Refer the Procedure for Preparation and Signing of Minutes of General Meeting].
   • Listed Company shall:
     • disclose the proceeding of General Meeting to the Stock Exchange, within 12 hours* from the occurrence of the event or information, in case the event or information is emanating from within the listed entity and
     • disclose details of e-voting results in the format specified by the Board, to Stock Exchange, within 2 working days of the conclusion of General Meeting.
     *Note: In case the event or information emanates from a decision taken in a meeting of board of directors, the same shall be disclosed within 30 minutes from the closure of such meeting as against the timeline indicated above.
3. File Form MGT-14 with ROC
   The company shall file Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing Special Resolution in General Meeting along with the requisite documents and fees as specified in the Companies (Registration offices and fees) Rules, 2014.
4. List of Creditors and Debenture Holders open for inspection
   List of Creditors and Debenture Holders, if any, drawn up to not more than 1 month preceding the date of application shall be kept open for inspection at the Registered Office;
5. 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.
6. 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
   • Certified True copy of Notice of General Meeting with Explanatory Statement
   • Certified True copy of Special Resolution
   • a copy of Board Resolution or Power of Attorney or the executed vakalatnama, as the case may be.
   • Certified copy of Newspaper Advertisement;
   • 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.
   • Affidavit from Directors
   • Affidavit verifying the application
   • Affidavit verifying the dispatch of notices
   • Affidavit verifying on-retrenchment of Employees
   • Affidavit cm undertaking from the directors to meet future debts, liabilities etc.
   • Affidavit that neither any inquiry, inspection or investigation initiated against the Company nor any prosecution is pending against the company
   • Other attachments as prescribed in e-form help kit.
7. 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.
8. 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 
   • 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 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
   • Authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization to use the premises as registered office OR 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.
9. 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.
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