Overview

• For service of notice by any authority like ROC, Income Tax.
• To find out the jurisdiction of ROC.
• To find the jurisdiction of Court or any tribunal.
• To find out the domicile of the company.
• To application of Stamp duty.
• For application of various taxes like GST, ESI etc.

A company may shift its registered office:-

• From one city, town and village to within same city, town, village.
• From one city, town and village to other city, town, village of the same Stateand same ROC.
• From one state to another State or Union Territory.

For shifting of registered office a company shall complied the following sections and rules:

The Companies Act, 2013

• Section 12- Registered Office of Company
• Section 13- Alteration of MOA

The Companies (Incorporation) Rules, 2014

• Rule 24- Notice and Verification of Change of Situation of the Registered Office
• Rule 25- Verification of Registered Office
• Rule 27- Notice and Verification of Change of Situation of the Registered Office
• Rule 28- Shifting of Registered Office Within the Same State
• Rule 30- Shifting of Registered Office from One State or Union territory to Another State
• Rule 31- Certified Copy of Central Government's Order

First company hold the board meeting and consider the following resolution:

• To Approval of shifting of registered office within other city
• To call the General meeting for approval of members for shifting of registered office within other city
• Approved the notice of EGM
• Authorized any person to sent the notice

Hold the General meeting and pass the special resolution to approve the shifting of registered office from one city to another.

File certified true copy of special resolution with explanatory statement with ROC within 30 days of passed special resolution in e form MGT-14.

On same time file form INC-22 within 30 days of approval of members with ROC along with following attachments :

• Certified true copy of Special Resolution
• Proof of property like Sale deed or registry paper or Lease deed if property taken on lease
• Utility bill like Electric bill, Water bill, Telephone bill etc.

In this case form MGT-14 and INC-22 is not on STP mode. It is approved through verification process of ROC.

If ROC is satisfied to the all information and documents, he approved the form and registered the new address of office.

• The company shall hold a board meeting and pass the following resolution:
  • To consider the proposal for shifting of registered office.
  • Fix up the date, time, and place of the General Meeting.
  • Approve the notice of Extraordinary General Meeting and calling of 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 registered office of the company (before change) is situated.
  • The Board shall authorized the Director and the Secretary severally to see that the consent of the Creditor and debenture holders if any etc. is obtained or that sufficient provisions is made for the discharge of their debts or adequate security is made section 13(5).
  • Authorize the CS or Director to move an application before CG for approval
• Hold the EGM and get approval of membersby the special resolution subject to approval of RD for shifting of registered office.
• Prepare the Minutes of Extraordinary General meeting.
• File with the ROC e-Form MGT-14 along with following attachment with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014 within 30 days from the date of meeting.
  • Copy of Special Resolution along with copy of explanatory statement under section 102.
  • Altered Memorandum of Association [MOA].
  • Minutes of EGM.
• Shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act
• Shifting is not allow if change in the jurisdiction of the Court where cases for prosecution are pending.
• Prepare a list of Creditors and Debenture Holders and intimate them accordingly.
  • The list is required to be filed with the application.
  • The list should be duly verified by an affidavit.
  • List should be verified by the Statutory Auditor of the Company.
  • The list should not precede the date of filing of application by more than one month (List Should not be older than one month from filling of petition)
• Before 30 days of filing application
  • 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 once in English language in an English newspaper circulating in that district.
  • Copy of advertisement shall be served on the Central Government immediately on its publication.(RD)
  • Copy of advertisement serve, by registered post with acknowledgement due, individual notice, to the effect set out in clause (a) on each debenture-holder and creditor of the company.
  • serve, by registered post with acknowledgement due, a notice together with the copy ofthe application to the Registrar
• Prepare an Application in and all relevant annexure to be filled with the Regional Director for seeking approval for shifting of the registered office from one state to another.
• The company shall file a copy of application to chief secretary of the State and ROC about change in registered office of company, where the registered office is situated at the time of filing the application and kept the acknowledgement of submission.
• The application along with the enclosure should be Serially Numbered and scanned copy of the petition is filed in Form GNL-2 with Registrar of Companies.
• The original application U/s 13(4) along with all necessary annexure for seeking approval of the Central Government (RD) for shifting of Registered office from one State to another shall be filed in Form- INC-23 along with the fee and the following documents:-
  • A copy of the altered Memorandum and Articles of Association;
  • Certified True Copy of Board Resolution.
  • A copy of the Notice Convening The General Meeting along with relevant Explanatory Statement;
  • A copy of the Special Resolution sanctioning the alteration by the members of the company; (if possible supportive by Attendance sheet)
  • A 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;
  • The List of Creditors and Debenture Holders entitled to object to the application;
  • An Affidavit Verifying the application (On Stamp Paper duly notarized)
  • An Affidavit Verifying The List of Creditors; (On Stamp Paper duly notarized)
  • Affidavit by Director verifying non-retrenchment of employees
  • Affidavit verifying the Publication of News Paper Notice
  • An Affidavit verifying the list of Employees.(On Stamp Paper duly notarized)
  • Affidavit proving the dispatch and service of notice to the Chief Secretary.
  • One Affidavit from Director that there is no enquiry, inspection, investigation and prosecution is pending against the Company
  • The document relating to payment of application fee;
  • Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report.
  • Copy of News Paper Advertisement.
  • Board resolution authorizing the director to submit the petition
  • Board resolution authorizing company secretary / advocate
  • A copy of Board Resolution Or Power Of Attorney or the executed Vakalatnama, as the case may be (in the favour of Professional)
  • Form MGT-14 along with paid challan.
• Further, Hard copy of the application is to be submitted with Concerned Regional Director Office.
• Where an objection has been received,
  • The RD shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the RD shall pass an order approving the shifting, within sixty days of filing the application.
  • where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.
• Where no objection has been received from any person in response to the advertisement or notice or otherwise, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of the application.
• The Regional Director will make 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.
• Obtain certified copies of the order confirming the shifting of registered office from one state to another, passed by the Central Government.
• File e-form INC-28 with ROC within 30 days of confirmation of shifting by RD with Order of RD.
• File e-form INC-22 with ROC within 15 days of confirmation of shifting RD along with following Documents:
  • Registered document of the title of the premises of the registered office in the name of the company; or (b) Notarized copy of lease/ rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
  • NOC from Owner (if on lease).
  • Utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner/document as the case may be which is not older than 2 months.
  • The list of all other companies, having the same premises as their registered office address.
• If Registrars of both states are satisfied from all information will approve the forms and registered office change will be updated in register of Registrar and new Certificate of Incorporation will be issued by the Registrar of the State within 30 days, where the company’s registered office is going to be shifted.

The company shall update the new address on all copy of MOA, Letter head, Stamp, Office board and other documents where old address is mentioned. And also will update with all authority like Income Tax, GST etc.