Shifting of Registered Office from One State to Another

SHIFTING REGISTERED OFFICE OF COMPANY: ONE STATE TO ANOTHER

 

 

 

 

 

 

 

 

 

 

 

 

Every company is governed by the companies act,2013. So, it mandatory for all companies to inform the registrar of the company about the address of the registrar’s office of the company. promoters of the company decide the state in which the registered office of the company will be situated. Shifting of Registered Office(RO) of the Company from One State to the Another which has more compliance than shifting the Registered Office within the State.

The company shall within 30 days of incorporation have a registered office capable of all communication to it.

PROCEDURE  OF SHIFTING REGISTERED OFFICE OF COMPANY: ONE STATE TO ANOTHER

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

1. BOARD MEETING

• • Proposal for shifting of registered office.
  • Fixing the date, time, and place of the General Meeting.
  • Authorize the CS or Director to give an application before the regional director to alter Memorandum of Association within whose jurisdiction the registered office of the company is situated.
  • Board shall authorize the Director and the Secretary severally for getting the consent of the Creditor and debenture holders if any is obtained or that sufficient provision is made for the discharge of their debts.
  • Authorize the CS or Director to give an application before the central government for approval.

2. GENERAL MEETING

• • Send the Notice of general meeting to all members of the company.
  • Holding general Meeting for passing special Resolution and approving the shifting subject to the approval of the regional director
  • Prepare the Minutes of the meeting.
  • Make ready / Prepare 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 a certified copy of the special resolution and altered copy of the memorandum of association within 30 days of passing of Special Resolution in form MGT-14 with the registrar of the company. File Form MGT-14 within 30 Days of passing the resolution to the ROC.

3. Application from the directors of  company that no employee shall be out from the company by of shifting of the registered office from one state to another state
4. A Application is prepared with all relevant annexures to be filled with the Regional Director for getting approval for shifting of the registered office from one state to another.
5. Send a copy of the application to the chief Secretary of the state where the registered office is situated and obtain acknowledgment for it.
6. Petition should be serially arranged and a copy of the petition is filed in Form GNL-2 with the Registrar of Companies.
7. The Original Application along with all Necessary Annexure for seeking approval of the Regional Director for shifting of Registered office from one State to another shall be filed in Form- INC-23 along with the following documents-
8. copy of Articles of Association and Memorandum of association of the company
9. Certified Copy of Board Resolution.
10. copy of Notice Convening the General Meeting
11. Scan copy of Special Resolution for the alteration by the members
12. copy of Minutes of The General Meeting
13. Affidavit Verifying the application
14. List of Creditors and Debenture Holders to object to the application;
15. Affidavit Verifying the List of Creditors
16. document of payment of application fee;
17. Affidavit by Director verifying non-retrenchment of employees
18. An Affidavit verifying the list of Employees.
19. latest audited profit and loss account and the balance sheet
20. Form MGT-14 with paid challan.
21. Five affidavits are to be given

• • verifying the petition;
  • Next step to verifying publication of notice
  • verifying the creditors.’
  • Next step to verifying the Non retrenchment of Employee
  • One Affidavit from Director for the rules

• • 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.

9. e-form INC-28 shall be filled with the registrar of the company within 30 days of confirmation of shifting by Central Government along with Confirmation given by Central Government.

• • Serve the individual notice of Application by registered post to each Creditor and Debenture-Holder (Cheers! If the 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.
  • In case 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.
  • Next step – After the Order of CG, file form INC-28 to the ROC within 30 days of the Order to make it effective.

• • e-form INC-22 shall be filled with the registrar of the company within 15 days of confirmation of shifting by Central Government along with the following Documents:

• • • document of the title of the registered office in name of the company.
    • copy of lease/rent agreement in the name of the company with a copy of rent paid receipt
    • Document of connection of any service like telephone, electricity, etc.
    • The list of all other companies with CIN.

FAQ ON SHIFTING REGISTERED OFFICE OF COMPANY: ONE STATE TO ANOTHER

Q1-what is the time limit for filing INC -28 from the date of confirmation of the central government?

• Ans.-within 30 days from the date of confirmation of central government INC -28 is filled with the registrar.

Q2-which resolution is passed at a general meeting for change in the registered office of the company from one jurisdiction to another jurisdiction but within the same state?

• Ans.- special resolution is passed at the general meeting for change in the registered office of the company from one jurisdiction to another jurisdiction but within the same state

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

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

SHIFTING REGISTERED OFFICE: WITHIN THE SAME CITY OR LOCAL LIMITS

Every company is governed by the companies act,2013. So, it mandatory for all companies to inform the registrar of the company about the address of the registrar’s office of the company. promoters of the company decide the state in which the registered office of the company will be situated.

The company shall within 30 days of incorporation have a registered office capable of all communication to it.

REQUIREMENTS

1. The company shall take approval from the regional director for shifting office from one state to another.
2. If the company has less than 200 members then the company is required to pass special resolution only through postal ballot.
3. Shifting of the registered office of the company is not allowed if any inquiry or investigation is pending against the company.

PROCESS OF CHANGE OF REGISTERED OFFICE

1. LOCAL LIMIT OF CITY, TOWN, OR VILLAGE TO ANOTHER PLACE BUT WITHIN THE LIMIT OF SAME CITY, TOWN OR VILLAGE
2. Board Meeting

• • issuing Notice to all the directors of the board meeting of the company at least 7 days before the date of Board Meeting.
  • Attach Agenda along with the notice.
  • Notes to Agenda
  • Draft Resolution

2. APPROVAL AT BOARD MEETING

• Approval of Directors is to be taken by passing of Board Resolution for shifting of Registered Office of Company.
• Any one of the directors will be authorized to file the form with the registrar of companies.

3. FILLING FORM INC 22

FORM NO. INC – 22 within 30 days of the passing the Board resolution, along with given documents:-

ATTACHMENTS:

• • Certified Copies of the Board Resolutions;
  • Proof of Registered Office Address (Utility Bill) – it shall not be older than 2 month

SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE EXISTING PLACE BUT IN THE SAME STATE

1. Board Meeting

• • issuing Notice to all the directors of the board meeting of the company at least 7 days before the date of Board Meeting.
  • Attach Agenda along with the notice.
  • Notes to Agenda
  • Draft Resolution

2. APPROVAL AT BOARD MEETING

• • Approval of Directors is to be taken by passing of Board Resolution for shifting of Registered Office of Company.
  • any one of the directors will be authorized to file the form with the registrar of companies.
  • Fixing date, time, venue of the general meeting and authorize anyone director to send notice of a general meeting to all the members.

3. GENERAL MEETING

Notice of the extraordinary general meeting shall be given at least 21 days before the meeting. Notice shall specify the date, time, place, and day of the meeting and contain a statement of business to be transacted at the meeting.

4. PASSING SPECIAL RESOLUTION

• • Check the quorum of the meeting.
  • Next step to Check the presence of the auditor.
  • Pass special resolution
  • Approval of the alteration of the memorandum of association due to change of registered office.

5. FILLING FORM INC 22

FORM NO. INC – 22 within 30 days of the passing the Board resolution, along with given documents:-

ATTACHMENTS:

• • Certified Copies of the Board Resolutions;
  • Proof of Registered Office Address (Utility Bill) – it shall not be older than 2month

6. FILING FORM MGT – 14

File-FORM NO. MGT-14 with the Registrar along with the requirements within 30 days of passing the special resolution, with the following documents-

• • Certified Copies of the Special Resolutions
  • Notice of the meeting sent to members

FAQ ON PROCESS OF CHANGE OF REGISTERED OFFICE

Q1- within how many days from the date of its incorporation company shall have a registered office?

Ans.- within 30 days of incorporation company shall have a registered office.

Q2- what is the time limit for filing MGT – 14 from the date of passing the special resolution?

Ans.- within 30 days of passing special resolution MGT – 14 shall be filed with the registrar.

Q3-can the company transfer its registered office during any pending investigation?

Ans.-no, the company can not transfer its registered office anywhere during any pending investigation.

Not Cost levied by RD Shifting of Registered office from One State to Another as per Companies Act, 2013

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