CS Knowledge Platform-Ravi Garg: Procedure For Change in Registered Office of the Company from one State to Another State

Section 12

Procedure For Change in Registered Office of the Company from one State to Another State.

Step 1

Issue notice in accordance with the provisions of section 173(3) of the Companies Act, 2013, (not less than 7 days in writing) for convening a meeting of the Board of Directors

Step 2

Hold Board Meeting

Hold and convene Board Meeting for the following purpose:

· To get in-principle approval from Board to shift the registered office of the company to another State.

· To fix date, time and venue for holding Extra-ordinary General Meeting (EGM) to pass special resolution for passing special resolution

· To approve notice of EGM

· To authorize any Director or Secretary to issue notice of EGM

Step 3

Issue notice of not less than twenty-one (21) clear days for convening General Meeting to every member of the company, Directors and auditor.

Step 4

In case of listed company, send three copies of the notice to the stock exchanges on which the securities of the company are listed.

Step 5

A general notice of the general meeting may also be published in newspapers.

Step 6

Hold General Meeting

Hold EGM and pass the special resolution.

Step 7

In case of listed company, send copy of the proceedings of the general meeting to the stock exchange with which the company is listed.

Step8

E-formFiling

File Form MGT-14 within 30 days of passing of Resolution along with the following attachments:

· Notice of EGM

· Minutes of EGM

· Copy of Special Resolution

· Altered AOA & MOA

Step 9

As per Rule 30 of Companies(Incorporation) Rules, 201 the application for seeking approval for alteration of the memorandum with regard to the change of place of the registered office form one State to another shall be filed with the Central government in Form INC - 23 and shall be accompanied by the following documents:

· Copyof the memorandum and articles of association;

· Copy of the notice convening the general meeting along with relevant Explanatory Statement;

· Copy of the special resolution sanctioning the alteration by the members of the company;

· Copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;

· An affidavit verifying the application;

· The list of creditors and debenture holders entitled to object to the application;

· An affidavit verifying the list of creditors;

· The document relating to payment of application fee;

· Copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

Step 10

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.

Step 11

The applicant company shall file an affidavit, signed by the Company Secretary of the company, if any and not less than two directors of the company, one of whom shall be a managing director,where there is one, to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge.

Step 12

There shall also be attached to the application an affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory.

Step 13

A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.

Step 14

There shall also be attached to the application a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.

Step 15

The company shall at least 14 days before the date of hearing-

(a) advertise the application in the Form INC.26 in a vernacular language newspaper and in English newspapers in the district in which the registered office of the company is situated

(b) serve, by registered post with acknowledgement due,individual notice(s), to the effect set out in clause (a) on each debenture-holder and creditor of the company; and

(c) serve, by registered post with acknowledgement due, anotice together with the copy of the application to the Registrar and to theSEBI, 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.

Step 16

Where any objection from any person,whose interest is likely to be affected by the proposed application, has been received by the applicant it shall serve a copy thereof to the Central Government on or before the date of hearing. Where no objection has been received from any of the parties, who have been duly served, the application may be put up for orders without hearing.

Step 17

Before confirming the alteration, the Central Government shall ensure that, with respect to every creditor and debenture holder who, in the opinion of the Central government, is entitled to object to the alteration, and who signifies his objection in the manner directed by the Central government, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government.

Step 18

After receiving the Regional Director order for shifting the registered office, the company is required to file certified copy of the order with the ROC along with Form INC- 28 within 30 days of receipt of certified copy along with the printed copy of the altered memorandum of association. Only when Form INC-23 is approved, Form INC- 28 could be filed.

Step 19

File Form INC-22 with the new ROC for the situation of the registered office Within 30 days of change with the following attachments:

· Proof of registered office address(Conveyance/ Lease deed/ Rent Agreement etc. along with the rent receipts not older than one month)

· Copies of the utility bills (proof of evidence of any utility service like telephone, gas, electricity etc. depicting the address of the premises not older than two months).

· Proof that the company is permitted to use the address as the registered office of the Company (Authorization from the owner or occupant of the premises along with proof of ownership or occupancy and it is mandatory if registered office is owned by any other entity/ person (not taken on lease by company).

Step 20

The change of address of the registered office shall be effective from the date of issue of registration certificate by the Registrar of Companies of the State to which the registered office is shifted.

Step 21

Issue a general notice by way of an advertisement in newspaper(s) informing the members of the company all other concerned persons about the change of place of the registered office of the company so that they may address all future communications to the company at its new address.

Step 22

Make alteration in the MOA with respect to the state in every copy of Memorandum.

Step 23

In case of listed company, the Company is required to submit to the Stock Exchange certified copy of amended Memorandum and Articles of Association of the company

Step 24

Each stationery, banner, signboard, bills, invoice etc. should show the new address and necessary advice should be sent to shareholders, debenture holders, and other concerned parties.