Registered Office shifting from one state to another

  • Provisions Applicable of Companies act 2013- section 12, 13 read with Rule 30 of The Companies (Incorporation) Rules, 2014.
  • Procedure of shifting Registered Office
Convene a Board Meeting of DirectorsTo consider the proposal of shifting of Registered Office of the Company from One State to another,
To alter MOA
To authorize Director/Cs to file an application to Regional Director
To authorize a CA/CS/CMA/Advocate to appear before the Regional Director 
To fix day, date, time and venue for holding General Meeting of the Company.
Convene a GM and obtain
approval of Shareholder’s Approval
By passing Special resolution for :

a.   Change in the Registered Office of the Company from one State to another State
b.   Changes in the Memorandum of Association (MOA).
 
File MGT -14 to MCA within 30days of passing Resolution (section 117)
Prepare Minutes along with Attendance sheet
Attachments of MGT 14:
1.   EGM Extract
2.   Notice of EGM
3.   Altered  MOA
4.   Minutes
 

Publish Advertisement in Newspaper
Publish not more than thirty days before the date of filing the application in Form INC-23 
a copy of advertisement shall be served on the Central Government immediately on its publication

> by registered post with acknowledgement due, individual notice, to the effect set out on each debenture-holder and creditor of the company

> by registered post with acknowledgement due, a notice together with the copy of the 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.
 
Notices to Creditors / debenture holders /Public Depositors> At least 14 days before filling petition to RD
List of Creditors / debenture holders /Public Depositors is prepared> List should be of any date but not before one month from the date of filling petition
Get No Objection certificate from the above mentioned parties
registered office
For finalizing application , prepare
Form INC -23 and attach every annexure then take a print out of it .
Now attach that print out on the first page of  the application
For finalizing application , prepare Form INC -23 and attach every annexure then take a print out of it . Now attach that print out on the first page of  the application
Attachments with
Form Inc- 23
> Altered MOA and AOA
> Notice and extract of EGM
> Board Resolution for authorization
> Proof of service of notices to creditors  
>  Financial statements
>  Vakalatnama
>  New paper cutting
>  Certificate which to be certified By CA of the following :
·         Not engaged in NBFC Business
·         No pending Employees dues
·         No pending Statutory dues
·         Certificate of creditors – secured or unsecured ,  Debenture holders and Public Depositors

>  Affidavits :
 
·        Affidavit with regard to the status of Employees
·        Affidavit verifying the list of Creditors
·        Affidavit confirming Publication and Service of Notice of Application
·        Affidavit verifying the Application
·        Affidavit verifying compliance with the Rules
·        Affidavit to the effect that no inspection, etc., is pending in the Applicant Company
·        Affidavit/Undertaking to pay the statutory dues
·        Affidavit In Term Of Section 13 (5)
·        Form MGT-14 along with paid challan
 
Dispatch one set of application to the Chief Secretary and RD
Registered office
File Form GNL-2> Attach Board Resolution
And INC 23 print out showing all attachments
File Form Inc- 23> Challan of Form GNL-2
Complete set of Application
>  Where no objection has been received from any person in response to the advertisement or notice 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.
Registered Office
When INC -23 is approved>File Form Inc- 28 , within one month from the receipt of order
Attach approval order
File Form Inc- 22 with the new ROC>  SRN of Inc- 28 and MGT-14 to be mentioned here
>  Attachments :

· Registered document of the title of the premises of the registered office in the name of the company; or (b) Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
· Authorization from the owner
· Document of connection of any utility service like telephone, gas, electricity, etc. which is not older than 2 months.
·The list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address
·        NOC from the owner of premises.
·        Altered MOA
. Copy of order
When filled forms are in order> New Certificate of Incorporation will be issued by the Registrar of the State within 30 days