TYPE OF SHIFTING OF REGISTERED OFFICE
WITHIN SAME STATE.
1. From one place to another place within same City/Town/Village (C/T/V)
2. From one City/Town/Village To Another C/T/V Within Same State
3. From one City/Town/Village To Another C/T/V Within Same State from the jurisdiction of one ROC to the jurisdiction of another ROC within same state (only in the state of Maharashtra and Tamilnadu)
FROM ONE STAE TO OTHER STATE
PROCEDURES FOR CHANGE OF REGISTERED OFFICE IN INDIA
Case-1- shifting of registered office from one place to another place within same city/town/village:
1. Send notice to all the director for convening board meeting.
2. Conduct board meeting and pass board resolution for shifting of registered office.
3. File INC-22 to ROC within 30 days from the date of passing resolution
4. Give intimation to all department regarding change of registered office and make necessary correction in board, record etc. of the company
Case-2- shifting of registered office from from one C/T/V To Another C/T/V Within Same State:
1. Send notice to all the director for convening board meeting
2. Conduct board meeting and pass board resolution for shifting of registered office and Notice of general meeting
3. Send notice along with Explanatory statement to all the shareholder for EGM
4. Hold general meeting and get the approval of the the members by passing special resolution
5. File e-form MGT-14 and attach copy of certified copy of special resolution along with explanatory statement within 30 days from the date of meeting.
6. File e-form INC-22 within 30 days from the date of change.
7. Give intimation to all department regarding change of registered office and make necessary correction in board, record etc. of the company
Case-3- shifting of registered office from from one C/T/V To Another C/T/V Within Same State from the jurisdiction of one ROC to the jurisdiction of another ROC within same state (only in the state of Maharashtra and Tamil nadu)
1. Send notice to all the director for convening board meeting.
2. Conduct board meeting and pass board resolution for shifting of registered office and Notice of general meeting.
3. Hold general meeting and get the approval of the the members by passing special resolution
4. File e-form MGT-14 and attach copy of certified copy of special resolution along with explanatory statement within 30 days from the date of meeting.
5. File the application in form INC-23 with regional director for obtaining Approval along with the following Detail& document:
- Certified copy of board resolution
- Certified copy of special Resolution
- Declaration given by kmp or any 2-director authorized by board (BR required) –
- Company has not defaulted in payment of dues to its workmen
- Either Take consent from his creditor for shifting or make provision for the payment thereof.
- Declaration that jurisdiction of court is not change where cases for persecution are pending
- 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 application complete in all respects.
7.The certified copy of order of the Regional Director shall be filed in Form No.INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of certified copy of the order.
8. File e-form INC-22 with ROC within 30 days of confirmation of shifting by Central Government (ROC)
CASE-4 - Shifting Of Registered Office from One State to Another State
1. Send notice to all the director for convening board meeting
2. Conduct board meeting and pass board resolution for shifting of registered office and Notice of general meeting
3. Hold general meeting and get the approval of the the members by passing special resolution
4. File e-form MGT-14 and attach copy of certified copy of special resolution along with explanatory statement within 30 days from the date of meeting
5. File the application in form INC-23 with regional director for obtaining Approval along with the following document
- A copy of the MOA and articles of AOA with proposed alternation
- A copy of the notice along with relevant Explanatory Statement
- A copy of the special resolution
- A copy of the minutes of the general meeting
- A an affidavit verifying the application
- A the list of creditors and debenture holders entitled to object to the application
- A an affidavit verifying the list of creditors
- A the document relating to payment of application fee (CHALLAN OF INC-23)
- A a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.
- A copy of the NOC from the Reserve Bank of India where the applicant is a registered NBFC.
Other Requirements
LIST OF CREITOR & DEBENTURE
PERIOD
List of creditor and debenture Shall not be more than 1 months preceding the date of filing INC-23.
DETAIL IN THE LIST
- 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:
DECLARATION
Signed
- Company Secretary of the company, if any and not less than two director one of whom shall be a managing director, where there is one.
Stating That in Declaration
they have made a full enquiry into the affairs of the company having done so, have concluded that:
- The list of creditors is correct, and
- 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.
DECLARATION -EMPLOYEES
Declaration 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.
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)
ADVERTISEMENTT
The company shall at least 30 days before the date of hearing (not Application)
Advertise the application in the Form No.INC.26 –
- English language in an English newspaper with wide circulation
- A vernacular newspaper in the principal vernacular language in the district
INDIVIDUAL NOTICE –
- Method of serve - by registered post with acknowledgement due
- Set out- content of Advertisement (INC-26)
- whom to send – to each debenture-holder and creditor of the company and
- SERVE- Notice with acknowledgement due & copy of application(inc-23) TO Roc or Regulator (if applicable)
(6) 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.
(7) 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 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, investigation is pending or initiated after the approval of the said resolution plan, the shifting of the registered office may be allowed. (IBC)
(8) The certified copy of order of the Regional Director shall be filed in Form No.INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of certified copy of the order.
(9) File e-form INC-22 with ROC within 30 days of confirmation of shifting by Central Government (ROC)
