Change of Registered office from one State to another:
To change the Registered office from one state to another can be effected by a special Resolution of the company which must be approved by the Central Government on an application made to it as per section 13(4)
The steps are as follows:
Step1: A draft of alteration memorandum and articles of association of the company must be prepared.
Step 2: A Board meeting with the directors must be followed as per the SS-1 of ICSI for Board Meetings and get the call of the notice of Extraordinary General meeting (EGM) signed by the directors.
Step 3: Conduct the EGM and the special Resolution must be Passed by the members for the Change of the company in Memorandum of Association.
Step 4: The Certified copy of Special Resolution must be filed in form MGT-14 to the Registrar of Companies, along with the fee within 30 days of passing the Resolution.
Step 5: The application seeking approval for the alteration of MOA and AOA with regards to the change of registered office must be filed in form INC-23, with the federal government along with the following documents,
- Altered MoA and AoA of the company;
- minutes of general meeting
- A Certified copy of special resolution
- Copy of board resolution;
- A list of creditors and debenture holders of the proposed company who are entitled to object to the application, along with their address, nature of debt, and the amount due.
- Copy of authority letter by the board of resolution for the person who will appear in the hearings, if any; and
- AnÂ affidavitÂ from the directors that no employee would be retrenched on of shifting of RO.
The application must be applied to the chief secretary and registrar of the state where the Registrar of the company situates.
Step 6:Â Advertise the application in two newspapers, one in English and another in Local language of the state, indicating the change of RO proposed to be made.
Step 7: Send a notice of application by registered post to all the creditors and debenture holder, registrar, chief secretary of the state, or any relevant regulatory authority, if company listed under Security Exchange Bank of India (SEBI), or Registered under Reserve Bank of India (RBI), or income tax department.
Step 8: In case of any objection is raised by any person whose interest is likely to be affected by the proposed application, a copy of the objection should be sent to the federal government or regional director (RD) on or before the hearing.
Step 9: In case of no objection is received, the RD will put on orders without hearing. The Regional Director may confirm the change by making an order with or without any terms and conditions.
Step 10: Once the shifting of the registered office is approved by RD, file form INC 22 with both the RoCs along with supportive documents. Thereafter, file form INC-28 to the RoC within 30 days of the order to make it effective.
Changing of Registered office from one state to another state is not allowed if the company has any inquiry, inspection or investigation initiated against it or has any prosecution pending against it under the Companies Act.