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Shifting of Registered Office from One State to Another

By Shreya Durgan

After starting your company, you might find shifting of registered office from one state to another tricky and exhausting. Well, it is indeed complicated, but not for a professional. We are here with a team of experts to help you legally throughout the process.

Shifting of registered office from one state to another will also require changing the ROC. Except in case, both the states have the same registrar of companies like Delhi and Haryana.

Mandatory Requirements for Shifting a Registered Company Office

A company must have a registered office within 30 days of company registration online.
The company must take approval from the Central Government for the change of registered office from one state to another.
A company with more than 200 members must have a special resolution passed through the postal ballot.
The current company office must not have any inquiry, inspection or investigation against the company. Also, no prosecution must be pending against the company in the current registered address.

7 Steps for Shifting of Registered Office from One State to Another State

Step 1 - Send a Board Meeting Intimation

You must send a notice of board meeting to all the Directors. The intimation must be sent 7 days prior to the date of the meeting. Also, it must have a clear agenda and notes for the meeting.

Step 2 - Hold the Board Meeting

Convene a board meeting as per the provisions of SS-1 and Companies Act 2013.

The board meeting must have the following agenda and discussion:

To consider the proposal and approve the board resolution regarding shifting of registered office from one state to another.
Making alterations in the Memorandum of Association (MoA) consequently.
To fix and approve the date, time and place for a special general meeting.
Authorize the CS or Director to file an application with the RD to amend Clause II of the Memorandum of Association in the jurisdiction in which the company's registered office (before the modification) is located.
To appoint the director or company secretary for issuing and signing the notice for the general meeting, postal ballot or any other such deed or any things that support in giving effect to the board's judgment.
To pass a special resolution with the explanation notice.

Further, the company must submit the disclosure of discussion in the Board Meeting within 24 hours of the conclusion. Also, it must be posted on the company's website within 2 business days.

After that, circulate the draft minutes of the meeting within 15 days of the conclusion to all the directors.

Step 3 - Get Approval from Shareholders

The company can obtain approval from all the shareholders by:

~Calling a General Meeting

~Passing a resolution via Postal Ballet

The company must give the notification for the general meeting at least 21 days prior to the meeting date.
The notice for general meeting must be sent to directors, members, company auditors, secretarial auditors, debenture, trustees and anyone who must get the notice.
The notice must have the day, date, time and place of the meeting along with the explanatory note.
Further, pass the special resolution for shifting of registered office from one state to another and alteration the MoA (Memorandum of Association).

After the meeting, the company must submit the proceedings of the meeting to SEBI within 24 hours. Also, post the same on the company's website within 2 working days.

Within two working days of the meeting's conclusion, the company must submit the details of the vote results to the SEBI and publish them on the company's website.

Prepare the minutes of the General Meeting, have them signed, and compile them in the appropriate manner.

Step 4- Fill the Form MGT-14

File the MGT-14 Form with the Registrar of Companies within 30 days of passing the Special Resolution along with the prescribed government fees.

Also, attach the following documents with it:

Original Copies of the Special Resolution along with explanatory notation.
Copy of the intimation notice sent to the directors with all the annexures.
Letter of Consent for short notice meeting. (in case the general meeting was called at shorter notice).
Copy of MoA (Memorandum of Association) and AoA (Article of Association).
Copy of attendance sheet of the general meeting.

Step 5 - Publish the Advertisement

It is mandatory for the company to post an advertisement in E-Form INC-26 in two newspapers:

In the vernacular newspaper in the vernacular language.
In English newspapers published in the English language with wide circulation in the state of registered office.

Moreover, a copy of this advertisement must submit to:

Regional Director
Debenture Holders
Creditors
ROC (Registrar of Companies)
SEBI (in case of a listed company)
Other Regulatory Authority (if company regulates by a special law)

Step 6 - Prepare the List of Creditors and Debenture Holders

A list of all the creditors and debenture holders of the company is necessary for shifting of registered office from one state to another.

The list should also be duly verified by an affidavit.
Also, it should be verified by the statutory auditor of the company.
Should not be older than one month from petition filling.
It should submit along with the application for shifting of registered office.

The list must have the following details of all the creditors and debenture holders:

Name
Address
Nature and amount of debts, claims and liabilities

Step 7 - Submit the Application

After fulfilling all the above duties and collecting the respective documents, you can proceed with the application submission.

The company must submit the application to the Registrar of Company and Chief Secretary of the state and union territory.

Documents Required for Filing the Application

Copy of altered MoA
Copy of minutes of the special general meeting
Board Resolution (copy)
Power of Attorney (copy)
Newspaper Advertisement (copy)
List of Creditors and Debentures
Declaration by Company Secretary or Two Directors (one of them should be the managing director)
Acknowledgement of Service to CS or ROC of the State
Copy of objections and their reply (if any)
An order passed by Regional Director

Filling of Form INC-28 and Form INC-22

Within 30 days of receiving a certified copy of the order confirming the change of registered office, the applicant must complete an E form INC- 28 with the registrar for the order registration passed by the Regional Director.

After that, within 15 days of confirmation of the shift of registered office, the notice of change of registered office must be filed in E Form INC-22 along with the required fees and the following documents:-

Document of the premises of registered office in the company's name.
Notarized Rent/Lease Agreement with the rent receipt in the company's name (not older than one month).
NOC from owner to use the premises as the registered office.
Utility Bill of the premises (not older than 2 months).