Shifting of Registered
Office of a Company
Shifting of RO from one state to another is one of the most technical. Shifting of RO from one state to another can be done due to various reasons such as expansion, diversification or any other reason. It is a time consuming activity and involves a lot of paper work and liasioning in various departments.
Shifting of Registered Office of the Company
1. Change within local limits of the city
2. Within Same ROC From One City to Another City
3. One ROC to Another ROC within Same State
4. From one state to another state
Today, we will discuss on shifting of RO from One State to Another State.
Shifting of RO from one state to another are covered under Section 13 and Rule 30 of Incorporation Rules, 2014.
Procedure of Shifting of RO from One ROC to Another ROC within same State
1. Call Board Meeting
2. Pass the following Board Resolutions:
a. For shift of registered office from one state to another.
b. For alteration of memorandum.
c. Approval of notice of EGM and fix day, date and venue of the meeting of members.
d. For authorizing Company Secretary or any other director for issue of notice of meeting of members.
e. Engagement of Company Secretary to represent the company before Regional Director.
3. Convene EGM and pass special resolution, if listed then pass SR through postal ballot.
4. File e-form MGT-14 with ROC within 30 days from the date of passing of SR.
5. Prepare the application for shifting of registered office to be filed and obtain acknowledgment for sending the notice
· Regional Director,
· Registrar (ROC) ,
· Chief Secretary of the State where the registered office is situated at the time of filing the application
6. File e-form GNL-1/ GNL-2 stating Copy of application send to ROC.
7. Issue advertisement in form INC-26 in vernacular language newspaper and in English newspaper.
8. Provide a copy of newspaper advertisement to CG on its publication.
9. Serve individual notice to each creditor and debenture holder with acknowledgment due by speed post.
10. Serve a notice with acknowledgement due and a copy of application with ROC, SEBI (if listed) and any other sectoral regulator.
11. File with application objection received and counter replies of the company to ROC.
12. After 30 days from INC-26 file an application to RD in e-form INC-23 for taking approval for shift of RO.
13. Copy of order by CG, shall file with each of the ROC of the respective states in e-Form INC-28 within 30 days from receipt of order.
14. File e-form INC-22 within 30 days of receipt of order of RD.
Documents Required for E-form MGT-14
1. Certified True Copy of the Special Resolution passed in the Extra-Ordinary General Meeting
2. Explanatory Statement
3. Altered Copy of MOA
Documents Required for E-form GNL-2
1. Receiving of Petition filed to ROC
Documents Required for E-form INC-23
1. A copy of MOA;
2. Copy of minutes of GM authorizing alteration;
3. Copy of Special Resolution sanctioning the alteration;
4. POA/Vakalatnama/BR
5. Affidavit verifying the application;
6. Copy of Newspaper Advertisement;
7. Proof of service of the application to the Registrar, Chief secretary of the state, SEBI or any other regulatory authority, (if applicable);
8. Declaration by directors about no retrenchment of the employees;
9. List of creditors & debenture holders duly verified;
10. Form 2 and BR for appearance in front of RD
11. Copy of receiving of petition from various departments
12. Copy of any Objections received;
13. Any other documents
Documents Required for E-form INC-28
1. Copy of court order of RD.
2. Any other information can be provided as an optional attachment(s).
Documents Required for E-form INC-22
1. Proof of Registered Office Address
2. Utility Bill of Premises & NOC From Owner of the new address
3. List of all Companies having same registered office address.
Shifting of Registered Office from one state to another state is a complex and time consuming process which involves a lot of paperwork, due diligence.
For any queries or requirements contact
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