A company can shift the registered office of the company by passing a special resolution. In the shifting of registered office in Sikkim, the alteration of the memorandum relating to the change of the registered office of the company shall take effect only when it is confirmed by the central government.

Type of Shifting of Registered Office in Sikkim:

Shifting of Registered Office in Sikkim to Same State:

1. From one place to another within the shifting of registered office within same city, town, or village (C/T/V).
2. From One City, Town, or Village to Another City, Town, or Village Within the Same State.
3. From one city, town or village To another city, town, or village Within the same state from the jurisdiction of one ROC to the jurisdiction of another ROC within the same state (only in the states of Maharashtra and Tamil Nadu).

Procedure for Shifting Offices:

The steps to shifting of registered office in Sikkim are as follows:

(1) Hold a board meeting. Decide on the proposal to shift the registered office of the company to one state. To fix a date, time, and venue for holding the general meeting of the company to shifting of registered office in Sikkim. To approve the notice along with the explanatory statement. Authorize the company secretary to take all the necessary action to shifting of registered office of company.

(2) Issue Notice.

(3) Send 3 copies of the notice to the stock exchange where the company is listed.

(4) A notice of the general meeting needs to be published in the newspaper.

(5) Hold a general meeting and pass a special resolution altering the Memorandum of Association.

(6) Proceeding of the general meeting along with 6 copies sent to stock exchange.

(7) Filing a copy of the Special Resolution with the ROC in Form MGT-14 within 30 days.

(8) Filing of the application for seeding approval with the ROC in Form INC-23 with the necessary document.

(9) The following list needs to be attached to the application. List of creditors and debenture holders.

(10) The applicant company files an affidavit and has formed the opinion that the list of creditors is correct, along with the value.

(11) Affidavit for no employee retrenchment.

Important procedure points for shifting offices:

(12) Copy of authenticated creditors.

(13) An acknowledgement copy of the application is sent to the registrar and chief secretary.

(14) The company shall have at least 14 days from the date of hearing. To advertise the application in form INC-26 in two newspapers, one in English and one in vernacular language. Serve with registered post with acknowledgment due to each creditors and debenture holders. Serve by registered post with stock exchange.

(15) Where any objection has been raised, a copy is served to the central government.

(16) Where no objection has been received, the application may be put on order without hearing.

(17) No objection certificate from secured creditors.

(18) The central government can make an order as to cost as it thinks proper.

(19) A copy of the order needs to be filed with INC-28 within 30 days from the date of the order certified by the company secretary.

(20) INC-22 needs to be filed, containing verification for the registered office.

(21) Issue a general notice in the newspaper for the new registered office address.

(22) Also inform the stock exchange.

(23) Correct the bill letter head and all other stationery with a new registered office address.

Case 1: Shifting of registered office in Sikkim from one place to another within the same city, town, or village:

1. Send notice to all the director for convening board meeting.
2. Conduct a board meeting and pass a board resolution for the shifting of registered office in Sikkim.
3. File INC-22 with ROC within 30 days and from the date of passing resolution.
4. Give intimation to all departments regarding the change of registered office and make necessary corrections to the board, records, etc. of the company.

Case 2: Shifting of registered office in Sikkim from one C/T/V to another C/T/V within the same state:

1. Send notice to all the director for convening board meeting.
2. Conduct a board meeting and pass a board resolution for the shifting of registered office in Sikkim and a notice of general meeting.
3. Send notice along with an explanatory statement to all the shareholders for the EGM.
4. Hold a general meeting and get the approval of the members by passing a special resolution.
5. File e-form MGT-14 and attach a certified copy of the special resolution along with an explanatory statement within 30 days from the date of the meeting.
6. File e-form INC-22 within 30 days from the date of change.
7. Give intimation to all departments regarding the change of registered office and make necessary corrections to the board, records, etc. of the company.

Case-3: Shifting of registered office in Sikkim from one C/T/V to another C/T/V within the same state from the jurisdiction of one ROC to the jurisdiction of another ROC within the same state (Maharashtra and Tamil Nadu):

1. Send notice to all the director for convening board meeting.
2. Conduct a board meeting and pass a board resolution for the shifting of registered office in Sikkim and a notice of general meeting.
3. Hold a general meeting and get the approval of the members by passing a special resolution.
4. File e-form MGT-14 and attach a certified copy of the special resolution along with an explanatory statement within 30 days from the date of the meeting.
5. File the application in Form INC-23 with the regional director for approval, along with the following details and documents:

(i) A certified copy of the board and special resolution.

(ii) Declaration given by kmp or any 2-director authorized by the board (BR required):

(a) The company has not defaulted in payment of its worker dues.

(b) Either take consent from his creditor for shifting or make provision for the payment there.

(iv) Declaration that the jurisdiction of the court does not change where cases for persecution are pending.

(v) Acknowledged copy of intimation to the chief secretary of the state as to proposed shifting and that employees interest is not adversely affected.

6. The Regional Director shall examine the application and 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, complete in all respects.
7. The certified copy of the order of the Regional Director shall be filed in Form No. INC-28 along with the fee with the Registrar of State within thirty days from the date of receipt of the certified copy of the order.
8. File e-form INC-22 with the ROC within 30 days of confirmation of shifting by the Central Government (ROC).

Case 4: Shifting of Registered Office in Sikkim from One State to Another State:

1. Send notice to all the director for convening board meeting.
2. Conduct a board meeting and pass a board resolution for the shifting of registered office in Sikkim and a notice of general meeting.
3. Hold a general meeting and get the approval of the members by passing a special resolution.
4. File e-form MGT-14 and attach a certified copy of the special resolution along with an explanatory statement within 30 days from the date of the meeting.
5. File the application in Form INC-23 with the regional director for approval, along with the following document:

(i) A copy of the MOA and articles of the AOA with the proposed alternation.

(ii) A copy of the notice along with the relevant explanatory statement.

(iii) A copy of the special resolution.

(iv) A copy of the minutes of the general meeting.

(v) An affidavit verifying the application.

(vi) A list of creditors and debenture holders entitled to object to the application.

(vii) An affidavit verifying the list of creditors.

(viii) A document relating to the payment of the application fee (Challanhallan of INC-23).

(ix) A copy of the board resolution, the power of attorney or the executed vakalatnama, as the case may be.

(x) A copy of the NOC from the Reserve Bank of Sikkim where the applicant is a registered NBFC.

Other Requirements:

List of Creditors and Debentures Period:

List of creditor and debentures It shall not be more than 1 month preceding the date of filing INC-23.

Details in the list:

1. The names and address of every creditor and debenture holder of the company.
2. The nature and respective amounts due to them in respect of debts, claims or liabilities:

Declaration Signed:

Company Secretary of the company, if any, and not less than two directors, one of whom shall be a managing director, where there is one.

Stating That in Declaration:

They have made a full inquiry into the affairs of the company and, having done so, have concluded that:

1. The list of creditors is correct, and
2. 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.
3. There are no other debts or claims against the company, to their knowledge.

Declaration-Employees:

Declaration from the directors of the company that no employee shall be retrenched as a consequence of the shifting of registered office from one state to another.

Also, there shall be an application filed by the company with the Chief Secretary of the concerned state government or union territory.

Copy of Acknowledgment:

Copy of the acknowledgment of service of a copy of the application (INC-23) 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. (INC-23).

Advertisment:

The company shall at least 30 days before the date of hearing (not application).

Advertise the application in Form No.INC.26:

1. English language in an English newspaper with wide circulation.
2. A vernacular newspaper in the principal vernacular language in the district.

Individual Notice:

1. Method of service: by registered post with acknowledgement due.
2. Set out the content of the advertisement (INC-26).
3. Whom to send—to each debenture-holder and creditor of the company.
4. Serve: Notice with acknowledgement due & copy of application (inc. 23) to Roc or Regulator (if applicable).

If any objection has been received by the applicant (company), it shall serve a copy thereof to the Regional Director 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.

The Central Government may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit.

The shifting of registered office in Sikkim 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. (not other than company law).

Where the management of the company has been taken over by new management under a resolution plan approved under Section 31 of the Insolvency Bankruptcy Code, 2016 and no appeal against the resolution plan is pending in any court or tribunal and no inquiry, inspection, or investigation is pending or initiated after the approval of the said resolution plan, the shifting of the registered office may be allowed (IBC).

The certified copy of the order of the Regional Director shall be filed in Form No. INC-28 along with the fee with the Registrar of State within thirty days from the date of receipt of the certified copy of the order.

File e-form INC-22 with the ROC within 30 days of confirmation of shifting by the Central Government (ROC).

External Government Website Link: MCA