A company
proposing to shift its registered office from the State where it is presently
situated to another State has to follow the following procedure:
1. Hold a Board
meeting –
(i) to decide
about the proposal to shift the registered office of the company to another State.
(ii) to fix time, date and venue for holding general meeting of the company for
passing a special resolution for
altering the memorandum of association of the company so as to change the
situation of its registered office of the company to another State, subject to confirmation by the Central
Government and also for authorising the company secretary to make a petition under Sub-section (7) of
Section 13 of the Act to the Central Government seeking confirmation of the
alteration of the memorandum of association of the company.
(iii) to approve notice of the general meeting along with the
explanatory statement which is to be annexed to the notice of the meeting; and
(iv) to
authorise the Company Secretary/Director to issue notice of the general meeting
on behalf of the Board of directors of the company.
2. Issue notice (along with the explanatory statement)
of the general meeting to all members, directors
and the auditors of the company.
3. Send three
copies of the notice to each stock exchange where the securities of the company
are listed [Refer clause 31(c) of the Listing Agreement]. If listed.
4. A general notice of the general meeting may also be published in newspapers.
5. Hold the general meeting and pass the
special resolution for altering the memorandum of association of the company so
as to change the situation of its registered office to another State, as per
notice of the general meeting. Company having members upto 200 are not required
to transact any business through postal ballot.
6. Send to each
stock exchange, immediately after the conclusion of the general meeting,
proceedings of the general meeting as required by the Listing Agreement.
7. Also send to
each stock exchange, immediately after the conclusion of the general meeting,
six copies (one of them certified) of the amendments to the memorandum of
association of the company as per the Listing Agreement. (Refer Clause 33 of
the Listing Agreement)
8. File with the ROC within thirty days of
passing of the resolution, Form MGT – 14
along with a certified true copy of the special resolution passed at the
general meeting along with the explanatory statement annexed to the notice of
the general meeting and the prescribed filing fee.
9. As per Rule 30 of the companies
(Incorporation) Rules 2014, the application for seeking approval for alteration
of the memorandum with regard to the change of place of the registered office
form one State to another shall be filed
with the Central government in Form INC - 23 and shall be accompanied by the
following documents:
(i) a copy of
the memorandum and articles of association; (ii) a copy of the notice convening
the general meeting along with relevant Explanatory Statement; (iii) a copy of
the special resolution sanctioning the alteration by the members of the
company; (iv) a copy of the minutes of the general meeting at which the
resolution authorizing such alteration was passed, giving details of the number
of votes cast in favor or against the resolution; (v) an affidavit verifying
the application; (vi) the list of creditors and debenture holders entitled to
object to the application; (vii) an affidavit verifying the list of creditors;
(viii) the document relating to payment of application fee; (ix) a copy of
board resolution or Power of Attorney or the executed Vakalatnama, as the case
may be.
8. There shall be attached to the application,
a list of creditors and debenture
holders, drawn up to the latest practicable date preceding the date of filing
of application by not more than one month, setting forth the following
details, namely:- (i) the names and address of every creditor and debenture
holder of the company; (ii) the nature and respective amounts due to them in
respect of debts, claims or liabilities.
9. The applicant
company shall file an affidavit,
signed by the Company Secretary of the company, if any and not less than two
directors of the company, one of whom shall be a managing director, where there
is one, to the effect that they have made a
full enquiry 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 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.
10. There shall also be attached to the application 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 and also
there shall be an application filed by
the company to the Chief Secretary of the concerned State Government or the
Union territory
11. A duly authenticated copy of the list of 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 from the same on payment of a sum not
exceeding ten rupees per page to the company.
12. There shall
also be attached to the application a
copy of the acknowledgment of service of a copy of the application 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.
13. The company shall at least fourteen days
before the date of hearing- (i) advertise the application in the Form INC – 26 in a 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 English language
in an English newspaper circulating in that district; (ii) serve, by registered post with acknowledgement due,
individual notice(s), on each debenture-holder and creditor of the company;
and (iii) serve, 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.
14. 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.
15. 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.
16. Before confirming the alteration, the
Central Government shall ensure that, with respect to every creditor and
debenture holder who, in the opinion of the Central government, is entitled to
object to the alteration, and who signifies his objection in the manner
directed by the Central government, either his consent to the alteration has
been obtained or his debt or claim has been discharged or has determined, or
has been secured to the satisfaction of the Central Government.
17. The Central Government may 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.
18. 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.
19. 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 INC -
28 along with the fee with the Registrar of each of the States within
thirty days from the date of receipt of certified copy of the order. Form INC 28 contains certification by
Practising Professional in respect of all matters incidental to the subject
matter of this form, the certification can be made by any full time practicing
CA/CS or CWA.
20. The change of address of the registered
office shall be effective from the date of issue of registration certificate by
the Registrar of Companies of the State to which the registered office is
shifted.
21. Form
INC – 22, containing Verification of registered office, along with the
filing fee and copy of the special resolution. This Form contain a verification
by any one of these professionals - company secretary or chartered accountant
or cost accountant (in whole-time practice). Further the company secretary or
chartered accountant or cost accountant (in whole-time practice) has to
personally visit the new registered office address or premises of the company
and has to verify that the company actually exists at this address. In this
context, he also has to certify that he
has personally visited the new registered office address and is of the opinion
that the premises are indeed at the disposal of the applicant company.
Following
documents have to be attached to Form INC – 22: – Proof of Registered Office
address (Conveyance/ Lease deed/Rent Agreement along with the rent receipts)
etc.; – Copies of the utility bills as mentioned above (not older than two
months); – A proof that the Company is permitted to use the address as the
registered office of the Company if the same is owned by any other entity/
Person (not taken on lease by company); – Copy of order of competent authority;
– List of all the companies (specifying their CIN) having the same registered
office address, if any;
22. Issue a
general notice by way of an advertisement in newspaper(s) informing the members
of the company all other concerned persons about the change of place of the
registered office of the company so that they may address all future
communications to the company at its new address.
23. The address
of the registered office of the company must also be changed on all items of
stationery, letter heads, bills forms, invoice forms, sign boards and at all
other places wherever it occurs.
24. The stock exchanges, where the securities
of the company are listed, should also be promptly informed about the change of
place of the registered office of the company.
25. Correct the
address of the registered office of the company on all records, registers
including the register of members, share certificates, sign board, name plate
etc.
Company Secretary GAURAV SHARMA+919990694230 Connect on Watts App with Gaurav Email us [email protected] Submit your guest articles for our website click here we will publish it Subscribe our Email updates like other 21,000 Members, Free/Easy/Comfortableway
