Section 12, 13 of the Companies Act, 2013 and Rule 25, 27, 28, 30, 31 Of Companies (Incorporation) Rules, 2014.
Section 12 mandates all the companies to have registered office either at the time of incorporation or within 30 days of incorporation. Registered office of a company is a place where all the communications and notices may be sent. The situation clause of Memorandum of Association contains the state in which registered office of the company is situated.
The Companies Act permits a company to change its registered office from its existing situation to another situation, -
Section 12 of the Companies Act, 2013 and Rule 27, 28, 30 of Companies (Incorporation) Rules, 2014
File with ROC within thirty days of passing of the special resolution.
Form No. MGT 14 require the certification by any practicing professional i.e., any whole-time practicing CA, CS or CWA.
The company shall, not more than thirty days before the date of filing the application in Form No. INC.23 -
(a) advertise in the Form No.INC.26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper 2[with wide circulation] in the State in which the registered office of the company is situated: Provided that a copy of advertisement shall be served on the Central Government immediately on its publication.
(b) 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; and
(c) serve, by registered post with acknowledgement due, a notice together with the copy ofthe application to the Registrar and to the Securities and Exchange Board of India, in the case
An application under sub-section (4) of section 13, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. lNC.23 along with the fee and shall be accompanied by the following documents, mentioned in checklist:-[Rule 30]
Where no objection has been received from any person in response to the advertisement or notice under sub-rule (5) 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.
(a) Where an objection has been received, (i) the Central Government 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 Central Government shall pass an order approving the shifting, within sixty days of filing the application.
(b) The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit, and may include such order as to costs as it thinks proper: Provided that 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.