Shifting of Registered Office from One State to Another

Shifting a registered office of the company from one state to another is not as easy as it appears. A company is required to go through a procedure for facilitating this change.

Registered office address means the address of the company at which all the official letters and intimations will be sent. It is mandatory for every company to have the registered office at the time of incorporation or within 15 days of its incorporation. Usually, the registered office of the company is in the state where most of the members are residing. Sometimes situations may arise wherein the need to change the registered office may arise.

For changing the registered the office a specified procedure is required to be followed. The procedure of changing the registered office depends upon the place of change of the office. When the change is required to be made within the same state but in the different city, registrar office and local limits procedure is fairly simple. The real deal is to shift the registered office from one state to another. The procedure of shifting registered is quite long and tedious as there is a change in the government operating. Companies who propose to change their registered are required to comply with certain rules and regulations.  These rules and regulation are drafted in order to ensure that shifting the registered office does not violets the rights of any person.  Below we have outlined the steps involved in the procedure of changing the registered office of the company.

The procedure of shifting the registered of the company from one state to another

Step 1

To begin the procedure a board meeting of directors shall be called to take a decision on the change in the registered office clause.

Step 2

In the board meeting conducting the various aspects of general meeting like its date, time, the place shall be ascertained. Moreover, in this meeting, the approval shall be given for preparing notices for this purpose, send the notices, hold the meeting and pass special resolutions.

Step-3

 After the approval of the shareholders is taken in this regard at the general meeting, a certified copy of the special resolution, altered MOA, and notice of the general meeting shall be filed with ROC in E-form MGT -13 within 30 days of passing SR.

Step-4

A notice clearly explaining the motive behind the change of registered office in form INC 26 shall be published in at least one regional language newspaper and one English language newspaper circulated in the area in which registered office of the company is situated. This notice must be published at least 14 days prior to the date of hearing.

Step-4

Further, a notice of change in registered office shall be sent to individual notices to all creditors/debenture holders of the company at least 14 days before the hearing.

Step-5

File GNL-1 with ROC containing the board resolution, Proposed MOA & AOA, Postal Ballot Notices, the copy of Special Resolution.

 Step-6

Further, FORM 23 is required to be filed with the following documents-

•    A copy of the special resolution passed by the members

•    A copy of the memorandum of association and article of association

•    A copy of the notice of the general meeting along with an explanatory statement

•    Minutes of the general meeting wherein the resolution for alteration has been passed.

•    A list of creditors and debenture holders

•    A copy of board resolution or Power of Attorney

•    Document relation to the payment of application fee

Step 7

The regional director may approve the alteration only when he is satisfied that the debenture holders and creditors have no objection regarding this. He may pass the order on the terms and conditions as he deems fits.

Step 8 

The company is required to file INC 28 containing the order of RD within 30 days of confirmation with the competent authority.

Step 9

Finally, you are required to file INC 22 with the ROC of both states with the documents like rent agreement, copy copies of the utility bills, Authority letter and Certified copy of the order of RD.

Author: Dushyant Sharma

Hey there, I'm Dushyant Sharma. With the extensive knowledge I've gained in past 8 years, I have been creating content on various subjects such as banking, insurance, telecom, and all the important registration and licensing processes for various companies. I'm here to help everyone with my expertise in these areas through my articles.