Change of registered office from one state to another state
Section 12 and 13 of the Companies Act, 2013 and Companies (Incorporation) Rules, 2014 provide laws and procedure related to incorporating and shifting a registered office of the company in India.
This is the procedure for shifting the RO from one state to another state:
Prepare draft memorandum and articles of association of the company.
Hold a board meeting with directors, following the standards prescribed by ICSI in SS-1 for board meetings, and get the notice calling for Extraordinary General Meeting (EGM) signed by the directors.
Convene an EGM of shareholders and pass the special resolution by the members for a change of the company in Memorandum of Association (MOA). The special resolution means a decision taken by more than 75 percent voting rights.
File the certified copy of the resolution in form MGT-14 with the prescribed fee within 30 days of the passing of the resolution, to the ROC.
File application in form INC 23 seeking approval for alteration of MOA with regards to the relocation, with the federal government along with the following documents:
A copy of the amended MOA and Article of Association (AOA) of the company;
A copy of minutes of general meeting recording votes;
A special resolution passed by the members for alteration of MOA and AOA;
Copy of power of attorney or board resolution;
List of creditors and debenture holders of the company who are entitled to object to the application, along with their address, nature of debt, and the amount due;
Copy of authority letter, the board of resolution for the person who will appear in the hearings, if any; and
An affidavit from the directors that no employee shall be retrenched as a consequence of shifting of RO.
The application must be sent to the chief secretary and registrar of the state where the RO of the company situates.
- 30 days prior to the hearing, advertise the application in two newspapers indicating the change proposed to be made – one in English language and another in the principal language of that state.
- Send the notice of application by registered post to all the creditors and debenture holder, registrar, chief secretary of the state, or any relevant regulatory authority that governs the company under a particular law – such as Security Exchange Bank of India (SEBI), if the company is listed; Reserve Bank of India (RBI), if the company is registered under RBI; or income tax department.
- If an objection is raised by any person whose interest is likely to be affected by the proposed application, send a copy of the objection to the federal government or regional director (RD) on or before the hearing.
- Where no objection is received, the RD will put on orders without hearing. The RD may confirm the change by making an order with or without any terms and conditions.
- Once the order is passed – approving the shifting of the registered office, 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.
Below is the list of documents required for shifting the RO to another state:
List of directors of the company;
List of shareholders of the company;
List of creditors duly certified by the auditors of the company;
Copy of public notice published;
Copy of certificate of incorporation, MOA, and AOA;
Latest audited financial statement of the company;
Rent agreement in the name of the company for the new proposed address; and
Utility bill as proof of premises and a no objection certificate (NOC) from the owner of premises. The bills should bear the name of the company along with the address that is to be used as the registered address of the company and not be more than two months old.
Shifting of office from one state to another state is not permitted if the company has any inquiry, inspection or investigation initiated against it or has any prosecution pending against it under the Companies Act.
Change of registered office within the city
Companies relocating the RO within the local limits of the city or town can do so without the permission of the shareholder or any other authority.
However, they must notify the change to the registrar within the prescribed number of days in e-form INC-22, along with other relevant documents and fee.
Change of registered office between two cities within the same state
Companies shifting the RO outside city limits but within the same state must take approval from shareholders by way of passing special resolutions.
No other permission or change in the MOA is needed.