From One State to Another: The Step-by-Step Process of Shifting a Company's Registered Office
- CS Akshay Joshi
- Jun 8, 2023
- 6 min read
Ever wondered about shifting your registered office from one state to another? Usually, companies shift their registered offices from one state to another to get the benefits of the state's policies. These benefits can be stamp duty benefits, capital subsidies by the state governments, or any other policies.
Before delving deep into the Step-by-Step Process of Shifting a Company's Registered Office from one state to another let us first find out
What is the Registered Office of the Company?
The registered office of a company is by and large the principal place of business activities conducted by a company. Promoters of the Company decide the State in which the registered office shall be situated at the time of incorporation of the company. In terms of Section 7 of the Companies Act, 2013 all registered companies are legally required to have a registered office address in India from the date of commencement of business or within 30 days from the date of incorporation whichever is earlier.
Now let’s talk about the situation where the board of directors and shareholders of the company want to shift the registered office from one place to another.
Provisions relating to shifting the registered office from one state to another are contained in Section 13(4) of the Companies Act, 2013 which are detailed in Rule 30 of the Companies (Incorporation) Rules, 2014.
Steps involved in shifting the registered office of the company:
Step I: Call and Hold a Board Meeting
To consider the proposal for shifting of registered office.
Fix up the date, time, and place of the General Meeting.
Approve the notice of the Extraordinary General Meeting and calling of General Meeting.
Authorise the Company Secretary or Director to move an application before the Regional Director of the Ministry of Corporate Affairs to alter the 2nd Clause of the Memorandum of Association within whose jurisdiction the registered office of the company (before shifting) is situated.
The Board shall authorise the Director and the Secretary severally to see that the consent of the Creditor and debenture holders and other stakeholders if any etc. is obtained or that sufficient provisions are made for the discharge of their debts or adequate security is made.
Authorise the Company Secretary or Director to move an application before CG for approval.
Step II:
Send Notice of general meeting (Minimum 21 Clear Days) to all members along with Explanatory Statement, Proxy Form, Route Map and Attendance Slip.
Step III:
Hold General Meeting and pass a Special Resolution approving the shifting subject to the approval of the RD.
Step IV:
After taking the approval of the members, Now the next important step is to file a certified copy of the special resolution along with the Notice (Consent of Shorter Notice if applicable) explanatory statement within 30 days of passing the Special Resolution in form MGT-14 (along with E-MOA which will open after submitting MGT-14) with ROC on MCA V3 Portal.
Step V:
Prepare a list of Creditors and Debenture Holders and intimate them accordingly.
It is important to note that:
1. List should not precede the date of filing of the petition by more than one month.
2. List should be verified by the statutory auditor.
3. List should contain the Name, Address, Nature and Dues of Creditors and Debenture holders.
4. Keep the list of Creditors and Debenture Holders open for inspection.
Step VI:
Publication of Notice in Form No. INC-26, at least once in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in the English language in an English newspaper circulating in that district.
Step VII:
Sending individual notices inviting objections as per rule 30(5)(b) by registered post with acknowledgement due to each creditor and debenture holder not more than 30 days before the filing of INC-23.
Step VIII:
Sending by registered post (proofs of sending to be attached with INC-23) not more than 30 days before the filing of INC-23, with acknowledgement due, the notice inviting objection as per Rule 30 (5) (c) together with the copy of the application to:
ROC
SEBI (If Listed Entity)
Chief Secretary of the concerned state government or the union territory
Any other regulatory body (if applicable)
Step IX:
Filing of application to ROC in GNL-1 along with the detailed application with all annexures including proof of service of the application to the Chief Secretary.
Step X: File E-Form INC-23 for application for approval of regional director within a month of list of creditors along with:
A copy of the Memorandum of Association.
A copy of the Board Resolution along with Notice Convening the General Meeting along with relevant Explanatory Statement and a copy of the Special Resolution sanctioning the alteration by the members of the company.
Minutes of the meeting.
Copy of newspaper advertisement in INC-26.
List of Creditors and Debenture holders.
Proof of service of notice inviting objection sent to creditors and debenture holders along with a copy of those notices.
Proof of service of notice of application along with notice copy sent to ROC, SEBI, or any other regulatory body for inviting objection.
Step XI:
Every application is annexed with affidavits:
Affidavit from directors for compliance in terms of Section 13(4) read with Rule 30 (on stamp paper duly notarized)
Affidavit verifying application (to be signed by 2 directors one of them should be managing director, if there is any) (on stamp paper duly notarized)
Affidavit verifying the dispatch of a notice to the Chief Secretary of the concerned state government or union territory, ROC, SEBI, or other regulatory bodies. (To be signed by 2 directors one of them should be the managing director, if there is any) (on stamp paper duly notarized)
Affidavit verifying the list of creditors and debenture holders, if any in regard to the correctness and affairs of the company. (To be signed by 2 directors one of them should be the managing director, if there is any) (on stamp paper duly notarized)
Affidavit verifying non-retrenchment of employees pursuant to section 30(2) (To be signed by 2 directors one of them should be managing director, if there is any) (on stamp paper duly notarized)
Affidavit cum undertaking from the directors to meet future debts, liabilities and all government dues and any other pending payment thereof. (To be signed by 2 directors one of them should be the managing director, if there is any) (on stamp paper duly notarized)
One Affidavit from the Director that there is no enquiry, inspection, investigation and prosecution is pending against the company (To be signed by 2 directors one of them should be managing director, if there is any) (on stamp paper duly notarized)
Step XII:
Obtain an auditor certificate verifying the list of Creditors and Debenture Holders.
Step XIII:
Power of attorney/ Vakalatnama/ Board Resolution for authorization (To represent the company in hearing before RD)
Step XIV:
Obtain No Objection from creditors or debenture holders or copies of objection received.
Step XV:
File application with complete annexures in physical form with regional director including challan of E-Form INC-23.
Step XVI:
After checking of application with Annexures the hearing will take place at the Regional Director's office. and it should be represented by the practising professional or advocate whose vakalatnama was given with the petition. The hearing can be attended by the company, the creditors, if any and the representatives of the company may also represent and are heard before making any order.
Step XVII:
In case where no objection is received by any person whether through newspaper advertisement or through stakeholders (Creditors and Debenture holders) or by any statutory bodies the Regional Director after hearing either approves or rejects the application and shall pass the order within 15 days of the receipt of the application.
Step XVIII:
If the objection is received the RD calls for a hearing and directs the company to file an affidavit to record the consensus reached at the hearing upon execution which, shall pass the order within 60 days of filing the application.
Step XIX:
Where in the hearing no consensus is reached the company shall file an affidavit specifying the manner in which the issue should be resolved within the time frame with duly reserving the original jurisdiction for legal remedies for the objector even after the registered office is shifted.
Step XX:
After taking consideration of the matter the RD shall pass an order confirming or rejecting the alteration within 60 days from filing the application.
Step XXI:
The next step is to file the order of the Regional Director in the E-Form INC-28 within 30 days from receipt of the order.
Step XXII:
The last step of the process is to file E-Form INC-22 with ROC for notice of change in the registered office along with the following attachments:
Proof of Registered Office (Conveyance/Lease Deed/Rent Agreement etc.)
Copies of Utility Bills (Proof of evidence of any Utility Bills like Telephone, Gas, Electricity or Mobile Bill showing the correct address of the premises not older than 2 months)
Altered MOA
NOC from the owner for using the address as the registered office of the company.
Order copy of RD
Photo of premises building with the proper board of company mentioning all details and Photo of director sitting in the office premises with proper board mentioning all details of the company.
List of all companies having the same registered office if any.
E-Forms involved in the process:
MGT-14 (Resolution)
GNL-1 (Application)
INC-23 (To be filed with RD)
INC-28 (Order received from RD)
INC-22 (Intimating shifting of Reg Office to ROC)
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