Process To Shift Registered Office of Company From One State To Another

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Meaning Of Registered Office -

 A registered office is the official address of an incorporated company, association or any other legal entity. Generally, it will form part of the public record and is required in most countries where the registered organization or legal entity is incorporated.
The registered office of a company is a place to which all official communications pertaining to a Company is sent. In addition to a registered office, a company can have a corporate office or administrative office or branch office or factory, etc., However, only the registered office of the Company needs to be registered with the Ministry of Corporate Affairs. All other offices or additional locations can be opened by a company without any intimation to the ROC.
The registered office of the Company will also determine the domicile of the company (State of Incorporation). The state or location in which the registered office of the Company is situated will determine the Registrar of Company (ROC) to which the application for company registration must be made. Any change of address of Registered Office must be notified to the Registrar of Company (ROC) within a specified period.

Detailed Procedure For Shifting Of Registered Office Of A Company Step By Step:

A. Call and Hold a Board Meeting:

  • 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 several to see that the consent of the Creditor and debenture holders if any etc. is obtained or that sufficient provisions are 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.
B. Send Notice of general meeting to all members along with Explanatory Statement (Section-102), Proxy Form, Route Map, and Attendance Slip.
C. Hold General Meeting and Pass the Special Resolution approving the shifting subject to the approval of the RD.
D, Prepare the Minutes of Extraordinary General Meeting/ General Meeting.
E. After taking the approval of the members, file a certified copy of the special resolution along with the explanatory statement and altered copy of MOA within 30 days of passing of Special Resolution in form MGT-14 (Filling of Resolution and agreement to the registrar under section 117) with ROC.
Attachments:
1) Copy(s) of Special Resolution(s) along with copy of explanatory statement under section 102.
2) Altered Memorandum of Association [MOA].
3) Minutes of EGM.
4) Shorter Notice consent if any.
F. Publication of Notice in News Paper
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 the English language in an English newspaper circulating in that district.

G. 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 a petition by more than one month.
List Contain the Information:
* 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:
AFFIDAVIT:
Affidavit should be signed by the Company Secretary of the Company, if any and not less than two directors of the Company, one of whom shall be managing director, where there is one, to the effect that they have made a full equity into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on the 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.
H. Prepare List of Employees:
The Application on an affidavit 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.
I. Prepare List of Application:
The company will prepare the application for the shifting of the Registered Office along with the required documents.
J. 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.
K. Send a copy of the application with complete annexure to the Chief Secretary of the State where the registered office is situated at the time of filing the application and obtain acknowledgment for sending the notice.
L. The Petition along with the enclosure should be Serially Numbered and a scanned copy of the petition is filed in Form GNL-2 with Registrar of Companies.
M. The Original Application U/s 13(4) along with all Necessary Annexure for seeking approval of the Central Government (Regional Director) for shifting of Registered office from one State to another shall be filed in Form- INC-23  along with the fee and the documents.
N. After checking of application with Annexures the hearing will take place at the Regional Director office and it should be represented by the company or practicing professional or advocate. The creditors, if any and the representatives of the company may also represent and are heard before making any order.
O. Power to Inspect: 
A duly authenticated copy of the list of the creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may at any time during the ordinary hours of business, inspect and take extracts of the same on the payment of a sum not exceeding ten rupees per page.
P. Objection if Any Received:
Where any objection of any person whose interest is likely to be affected by the proposed application has been received by the applicant, it shall serve a copy thereof to the Central Government on or before the date of hearing . If an objection is received, Central Government will, before passing any order, ensure that the company has either obtained the consent of the person who had objected to the alteration or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government.
Q. Where No Objection Is Received:
If no objection is received from anybody, Central Government (Regional Director) will confirm the change of registered office on the date of hearing and put the application for necessary orders.
R. 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:
S. Obtain certified copies of the order confirming the shifting of registered office from one state to another, passed by the Central Government,
T. File e-form INC-28 with ROC within 30 days of confirmation of shifting by Central Government along with following Documents:
i. Confirmation is given by the Central Government for change of registered office.
U. File e-form INC-22 with ROC within 15 days of confirmation of shifting by Central Government along with Documents.

STEPS AFTER OBTAINING NEW CERTIFICATE FROM ROC:

  • Make alterations in the MOA with respect to the state in every copy of Memorandum.
  • Each stationery, banner, signboard, bills, invoice, etc. should show the new address and necessary advice should be sent to shareholders, debenture holders, and other concerned parties.
  • Necessary changes are required to be made in the letterheads, books, records, etc. of the company. The necessary changes are required to be made in PAN. TAN and ST2 etc and inform all the Government departments, banks, customers and others wherever required.
Proof of Registered Office Includes:
√ Conveyance
√ Lease Deed
√ Rent Agreement (along with rent receipt not older than 1 (one) month.
* Utility Bill: Depicting the address of the premises in the name of the owner and documents
Should note be older than 2 (Two) months?
√ Telephone Bill
√ Gas Bill
√ Electricity Bill etc

VERIFICATION OF REGISTERED OFFICE:

(Rule- 25 of the Companies (Incorporation) Rules, 2014
I. If Premises is on the name of the company: The registered document of the title of the premises of the registered office “in the name of the company”.
II. If Premises is not on the name of the company, not on rent and not on Lease: Than Authorization from the owner of the premises + along with the proof of ownership and NOC in the favor of Company for use of the premises by the company as its registered office.
III. If premises are taken on Lease: The Notarized Copy of Lease deed in the name of the company along with a copy of rent paid receipt not older than one month.
IV. If premises were taken on Rent: The Notarized Copy of Rent Agreement in the name of the company along with a copy of rent paid receipt not older than one month.

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