COMPANY LAW Shifting of Registered Office from One State to Another

Shifting of Registered Office from One State to Another

Shifting of Registered Office(RO) of the Company from One State to the Another which have more compliance than shifting the Registered Office within the State.

Detailed Procedure According to the Section 13 read with Rule 30 of Companies (Incorporation) Rules, 2014:-

  • Preapare Draft Memorandum and Articles of Association of the Company.
  • Call and Convene Board Meeting & Get the Notice calling Extra-ordinary General Meeting signed by the Directors.
  • Convene Extra-Ordinary General Meeting (EOGM), Pass the Special Resolution by the Members for change in Memorandum and Articles of Association of the Company.
  • File Form MGT-14 within 30 Days of passing the resolution to the ROC.
  • File Application in form INC-23 along with following:-
    • Copy of Altered MOA/AOA
    • Copy of Notice Calling EOGM and copy of Explanatory Statement.
    • Special Resolution passed by the members for Alteration of MOA/AOA.
    • Copy of the recorded Minutes of the EOGM.
    • Affidavit verifying Application of Shifting (that application is true and fair in all respect).
    • Copy of List of Creditors and Debenture-Holders of the Company having particulars of Name, Address, Nature of Debt, Amount Due, etc.
    • Affidavit verifying List of Creditors and Debenture-Holders (shall be signed by the Company Secretary of the Company, if any, or by the 2 Directors of the cCompany from which one shall be Managing Director).
    • Copy of Authority Letter, Board Resolution or Vakalatnama for the person who is going to appear in the hearings, if any.
  • The Application shall be sent to the Chief Secretary and Registrar of the State where the RO of the Company Situates at the time of filling Application, along with Copy of Acknowledgement of service to the Central Government(CG).
  • After the service of the Application of Application, CG may provide date of hearing to the applicant.
  • Before 14 days of hearing, advertise the Application in format INC-26 in:
    • Vernacular Newspaper in Vernacular language where RO of the Company situate, and
    • Once in English Newspaper in English Language circulating in district.
  • Serve the individual notice of Application by registered post to each Creditor and Debenture-Holder (Cheers! If company does not have any Creditor or debenture-Holder).
  • Serve notice of Application and copy of Application by Registered Post to the Registrar, SEBI (if the Company is listed), RBI (if the company is registered under RBI), Income Tax Department and any other regulatory body if any special act governs the Company.
  • If objection/(s) received on such Application by any person so aggrieved then company shall serve a Copy of the Objection to the CG on/before hearing.
  • If no Objection is received then CG may put up the Application for Order without hearing (Hurray! Try that no any objection would receive).
  • After look that no Creditor or Debenture-Holder is deceived, CG may confirm the Alteration by making Order with or without Terms and Conditions.
  • After the Order of CG, file form INC-28 to the ROC within 30 days of the Order to make it effective.

Note: No shifting of Registered Office shall take place if any inquiry, inspection, investigation or prosecution is pending towards the Company.

Timeline: Timeline could be anything around 5 to 6 months.

So that’s all from my side! .......stay connected for further updates and knowledge.

Disclaimer:

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances; Before making any decisions do consult your Professional / tax advisor. For misrepresentation or interpretation of act or rules Author does not take any responsibility. Neither the author nor the firm accepts any liability for the loss or damage of any kind arising out of information in this document or for any action taken in reliance there on. The author is a Chartered Accountant and the Chief Gardener & Founder Director of Rajput Jain & Associates , a leading Tax & Investment Planning Advisory Service Provider. His blog can be found at http://carajput.com/blog/For any query you can write to info@carajput.com. Hope the information will assist you in your Professional endeavors. For query or help, contact:   info@carajput.com or call at 09811322785/4 9555 5555 480)

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