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SHIFTING OF REGISTERED OFFICE

Section 12, 13 of the Companies Act, 2013 and Rule 25, 27, 28, 30, 31 Of Companies (Incorporation) Rules, 2014.


General Provision:

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, –

  • within the local limits of the same city, town or village, or
  • outside the local limits of the same city, town or village
    • a. under the jurisdiction of the same Registrar of Companies or
    • b. under the jurisdiction of another Registrar of Companies within the same State or
  • from one state to another State.

PROCEDURE FOR SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE.

Section 12 of the Companies Act, 2013 and Rule 27, 28, 30 of Companies (Incorporation) Rules, 2014


S.NO. PROVISIONS PROVISIONS
1 Board Meeting of Directors Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.
2 Hold Board Meeting Hold Board Meeting to pass a 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 authorize the Director and the Secretary severally to seek 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).
  • Authorise the CS or Director to move an application before CG for approval .
3 Issue Notice of General Meeting: (Section 101) Notice of EGM shall be given at least 21 days before the actual date of EGM along with clear agenda of business, draft resolutions for shifting of registered office from one State to another, Alteration of Memorandum of Association due to such change and explanatory statements to all members.EGM can be called on Shorter Notice with the consent of at least majority in number and ninety five percent of such part of the paid up share capital of the company giving a right to vote at such a meeting:
  • All the Directors.
  • Members
  • Auditors of Company
4 Hold General Meeting: (Section 101)
  • Hold the extra ordinary general meeting on appointed date and time and obtain approval of members by passing a special resolution for shifting of registered office from one State to another and Alteration of Memorandum of Association due to such change
5 Filling of MGT-14

File with ROC within thirty days of passing of the special resolution.

  • Form MGT – 14 along with a certified true copy of the special resolution passed at the general meeting and the explanatory statement annexed to the notice of the general meeting along with altered MOA along with the prescribed filing fee. (Filling of Resolution and agreement to the registrar under section 117) with ROC

Form No. MGT 14 require the certification by any practicing professional i.e., any whole-time practicing CA, CS or CWA.

Publication of Notice in News Paper:

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

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.
6 Filling of Form INC-23

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.


(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.

7 Filling of Form-28 The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No.INC.28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.[ Rule 31]
8 Filling of Form INC-22 EForm INC-22 is required to be filed pursuant to Section 12 (4) of the Companies Act, 2013 and rule 27 of the Companies (Incorporation) Rules, 2014; Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within thirty days of the change, who shall record the same.
If the documents are in order, Registrars of both states will approve the forms andregistered office change will be updated in register of Registrar and new Certificateof Incorporation will be issued by the Registrar of the State within 30 days, wherethe company’s registered office is going to be shifted.
9 Alteration of MOA As Pursuant to Section 13, of Companies Act 2013 Shifting of Registered Office of the company to another state under the jurisdiction of another Registrar of Companies will ]] results inAlteration of MOA

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