Process to Change the registered office of the Company from one state to another state.

Provisions and rules relating to shifting of the registered office from one state to another are contained in Section 13(4) of the Companies Act, 2013 read with rule 30 of The Companies (Incorporation) Rules, 2014. After detailed analysis of  practical procedures we have given the following process for shifting of registered office from one state to another state in brief.

Step-I

1. Call and Hold a Board Meeting to consider the  shifting of registered office and pass the resolution.
2. Fix up the date, time, and place of the General Meeting.
3. Authorize the CS or Director to move an application before RD to within whose jurisdiction the registered office of the company (before change) is situated.
4. Send Notice Of General Meeting to all members along with Explanatory Statement , 21 clear days notice or General Meeting can be held at shorter period by consent of 95% of shareholders.

Step-II

1. Hold General Meeting and Pass the Special Resolution approving the shifting subject to the approval of the RD.
2. File MGT-14 with ROC within 30 days of passing the Special Resolution with the following  Attachments-Copy of Special Resolution, Copy of explanatory statement, Altered MOA

Step III

Preparation of  Various Affidavits – Such Affidavits has printed on Rs.100 Stamp Paper and has to be duly notarized after signing by all the Directors of the Company.

1. Affidavit from Directors regarding compliance of regulatory requirement
2. Affidavit verifying the application.
3. Affidavit by Directors about no retrenchment of employees.
4. Affidavit by Directors verifying the list of creditors.
5. Affidavit by Director regarding newspaper advertisement
6. Affidavit by Director regarding enquiry/ inspection/ investigation

Step-IV

Prepare list of Creditors and Debenture holders not less than 30 days  from filing the application for change of registered office, with complete details of the name, address, nature and amount of debts of  of each creditor and debenture holders to be certified by Chartered Accountant.

Step-V

Publication of Notice in Newspaper at least 30 days before filing form INC 23 , at least in one vernacular newspaper in vernacular language  in  the district in which the registered office of the company is situated, and at least in one  English newspaper with wide circulation in  the district in which the registered office of the company is situated.

A copy of such advertisement shall be sent on immediate basis by the registered post to the following authorities once it is published –

1. Regional Director
2. Registrar of Companies
3. SEBI, in case of listed company
4. Any other regulatory Authority, if Company is regulated by Special law or Act.

Step-VI

1. Serve notice of  advertisement to each of the Creditors and Debenture holders individually (by registered post). Acknowledgment of such registered post has to be maintained by the Company, for records  and for filing Final Application with RD.
2. NOC to be obtained from the creditors on their letter head stating that they do not have any objection related to the change of Registered Office of the Company.
3. Hard copies for such NOC received from the Creditors has to be maintained for filing Application.

Step-VII

1. Prepare Detailed Application and all relevant annexures as mentioned in Step III.
2. Index has to be prepared for the Application & page numbering has to be done.
3. Maintain a soft copy of the Final Application, such final soft copy also to be sent to RD, ROC via email.
4. Every page of the application has to be certified true copy with stamp and sign of Director

Step-VIII

File application with the ROC  in Form GNL-1 with Detailed application for change with annexures as under within 30days of CA statement and newspaper advertisement:

1. Memorandum of Association and Articles of Association.
2. Certified true copy of notice of the general meeting along with relevant explanatory statement.
3. Certified true copy of special resolution for shifting of registered office.
4. Certified true copy of the minutes of the general meeting authorizing such alteration.
5. Proof of service of the application to the Registrar, Chief Secretary of the state, SEBI or any other regulatory authority, if applicable (Registered Post Acknowledgment).
6. Power of attorney/vakalatnama/Board resolution.
7. List of Creditors and Debenture holders preceding the date of filing of application by not more than 30 Days duly certified from Chartered Accountant
8. Affidavit from Directors regarding compliance of regulatory requirement.
9. Affidavit verifying the application.
10. Affidavit by Directors about no retrenchment of employees.
11. Affidavit by Directors verifying the list of creditors.
12. Affidavit by Director regarding newspaper advertisement
13. Affidavit by Director regarding enquiry/ inspection/ investigation
14. Copy of newspaper advertisement for notice of shifting the registered office.
15. Copy of objections (if received any)
16. List of Directors and List of shareholders
17. Memorandum of appearance of professional
18. List of Creditors signed by Directors
19. Application with annexures
20. Form MGT-14 along with challan

Send a Hard Copy of the application by registered post with complete annexures to the REGIONAL DIRECTOR , REGISTRAR (ROC) and CHIEF SECRETARY OF THE STATE where the registered office is situated at the time of filing the application and get the acknowledgment for sending the same. The Original Application to be sent to RD. One copy of the Final Application to be maintained by the practicing professional incase there is the hearing by the RD for such Change in Registered Office matter.

Step-IX

File Form INC-23 with the Central Government/RD

An application for the purpose of seeking approval for alteration of memorandum with regard to the shifting of the registered office from one State Government  to another, shall be filed with the  (Regional Director) in Form lNC-23 with same documents as GNL 1 above. Additional attachment would be

Proof of sending application to ROC, RD and Chief Secretary ( Acknowledgement of Registered Post)

Step-X

1. The Regional Director shall Pass the order along with cost to be paid by the Company.
2. Hard copy of the order will be received in the Registered Office of the Company .
3. The Company filing application has to ensure that Form INC28 is filed with 30days of RD order
4. The Fees in the order copy shall be paid in the Miscellaneous Fees tab under the category/tab individual, add the details of the Company , Pay the fees and save the paid receipt for the records.

Step-XI

File Form INC-28 with ROC within 30 days of RD order with the following attachments:

1. RD order
2. Challan for fees paid as mentioned in RD order.

Step-XII

Convene Board meeting and take note of RD order and pass resolution for shifting of registered office.

Step-XIII

File Form INC-22 with ROC within 30 days of resolution with the following attachments:

1. RD order Copy
2. Altered MOA
3. Utility bill
4. A proof that the Company is permitted to use the address ( NOC )
5. Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement etc.)
6. Board Resolution

Once approved, new certificate of Incorporation will be generated. Make alteration in the MOA with respect to the state in every copy of Memorandum, each Letter Head, signboard, bills, invoice etc.

Change of registered office from one state to another is a typically long process- takes approx 4-6 months, therefore it should be planned out beforehand such as efforts should be made to prune the creditors list before the application so that NOCs requirement would be minimal.