Shifting of Registered Office of the Company from one State to Another

Ashish M. Shaji

13 Sep, 2022

Section 12 and 13 of the Companies Act, 2013 and Companies (Incorporation) Rules, 2014 states the law and procedure regarding having a registered office of the Company and shifting of registered office of the Company.

What is the meaning of Registered Office?

A registered office is the legal address of a company to which all Government letters and notices, reminders will be sent by any person or tax authorities, MCA & other government offices. As per Section 7 of the Companies Act, 2013^[1] (the “Act”), all registered companies must have a registered office address in India under Companies Act. It is mandatory to have a registered office address in India at all times.

What is the Reason for shifting of Registered Office?

Usually, a registered office is situated where most of the stakeholders and the board of directors reside. The only reason being is for their convenience.  However, sometimes it happens so that the registered office needs to be shifted from one place to another place in order to better manage the affairs of the company activities. Such shifting may take place within the local limit of the same city, outside the local limit within the same city and sometimes from one state to another.

What is the Procedure for shifting of Registered Office?

1. Call and Hold a board Meeting to:

• Fix up the Date, Time and Place of the General Meeting.

• Approve the notice of Extraordinary General Meeting and calling for General Meeting.

• Authorize the CS or Director to move an application before RD to alter clause II of Memorandum of association within whose jurisdiction the Office of the company (before Change) is situated.
• The board shall authorize the director and the secretary to see that the consent of the creditors and debenture holders if any etc. is obtained or that sufficient provisions are made for the discharge of their debts or inadequate security is made section 13(5).

2.Send notice of general meeting to all members along with explanatory statements (Section-102).

3.Hold General Meeting and pass Special Resolution approving the shifting subject to the approval of the RD.

4.Prepare the Minutes of extraordinary general meeting/General Meeting.

5.Post-approval from a member, need to furnish a certified copy of the Special Resolution along with an explanatory statement and an amended copy of MOA within 30 days of passing a resolution in form MGT-14 (Filing of resolution and agreement to the register under section 117) with Registrar of companies.

E-Form MGT-14 Attachments:

• A copy of Special Resolution along with a copy of the explanatory statement under Section 102;
• Altered MOA;
• Minutes of AGM.

6.Publish a notice in form No INC.26, at least Once vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least in once in English newspaper circulating in that district

7.Prepare a list of creditors and debenture Holder and intimate them accordingly

The List is required to be filled with the application

• The List should be duly verified by an affidavit
• The list should not precede the date of filing of a petition by more than one month.

List to Contain the Information:

• The names and address of every creditor and debenture holder of the company;
• The nature and the respective amount due to them in respect of debts, claims or liabilities.

8.Prepare a list of employees working with your company

9.Prepare a list of application

10.Prepare an Application in and all relevant annexure to be filled with the Regional Director for seeking approval for change of the registered office from one state to another.

11.Need to Send a copy of the application duly approved by directors along with complete annexure to the Registrar (RoC) and chief secretary of the state where the registered office is situated at the time of filing the application and obtain acknowledgment for sending the notice

12.The original application u/s 13(4) along with all necessary annexures for seeking approval of the central Government for shifting office from state to state in Form INC-23 along with fees and the following documents:

• Copy of MOA & AOA
• CTC of Board Resolution
• Need to Publish a Notice of convening the general meeting along with relevant Explanatory statements
• Special Resolution copy sanctioning the alteration by the members
• Minutes of the General Meeting should be on record at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution
• A duly notarized affidavit verifying the application (On Stamp paper duly notarized)
• The list of creditors & Debenture Holders entitled to object to the application
• An affidavit verifying the list of creditors
• The document relating to the payment of application fees
• Newspaper Advertisement about the proposed shifting of registered office
• Affidavit verifying the application (On stamp paper duly notarized)
• The documents relating to the payment of application of fees
• Affidavit verifying Non-Retrenchment of employees
• Affidavit verifying the publication of newspaper Notice
• Memorandum of Appearance and Board Resolution authorizing Company Secretary/Chartered Accountant or advocate
• Copy of Board Resolution or power of attorney or the executed Vakaltanama (In the Favour of professional)
• An affidavit verifying the list of employees (On stamp Paper duly notarized)
• Copy of the latest audited balance sheet &P& L account of the company along with auditors & Director’s Report
• Affidavit proving the dispatch and service of notice to the chief secretary
• Board Resolution authorizing the directors to submit the petition
• Form MGt-14 along with paid challan.
• The petition for shifting of registered office along with the enclosure should be serially numbered and scanned copy of the petition is filled in Form 23 and Hard copy of the petition is submitted to NCLT.
• Form MGT-14 along with paid challan receipt.
• The duly signed Petition along with the Enclosure should be Serially Numbered and scanned copy of the petition is filed in Form INC-23 and a hard Copy of the petition is submitted to the CONCERNED REGIONAL DIRECTOR OFFICE.

13. After review of application along with supporting Annexure, a hearing will take place at the Regional Director office and the case can be represented by the company or practicing professional or advocate. The creditors, if any and the representatives of the company may also represent and are heard before making any order.

14.The Regional Director of Ministry of corporate affairs will pass an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.

15.Obtain certified copies of the order confirming the shifting of registered office from one state to another, passed by the Central Government,

16.You need to File e-form INC-28 with MCA within 30 days of confirmation of shifting by Central Government along with following Documents: Confirmation given by Central Government for a change of registered office.

17. File e-form INC-22 with ROC within 15 days of confirmation of shifting by Central Government along with following Documents.

E-Form to be Filled

Time Limit within Which the Form has to be Filed

Conclusion

Usually a registered office is located where most of the stakeholders of the company reside. However, with the expansion of business, there arises a need of shifting of registered office. Therefore, under the Companies Act a smooth provision has been provided to make such changes.

Read our article: Procedure related to Shifting of Registered Office Under Companies Act, 2013