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06 Jul 2024

Procedures-and-Requirements-for-Shifting-a-Company-Registered-Office-from-One-State-to-Another

Procedures-and-Requirements-for-Shifting-a-Company-Registered-Office-from-One-State-to-Another

Procedures and Requirements for Shifting a Company's Registered Office from One State to Another

Introduction

Changing a company's registered office from one state to another involves a comprehensive process governed by specific regulations. This article provides a detailed and structured overview of the steps and requirements involved in this process.

Notifying the ROC

  • Filing INC-22: Any additional changes to a company's registered office must be communicated to the Registrar of Companies (ROC) by filing Form INC-22.
  • Within Same City, Town, or Village: Any alteration to the registered office address within the same city, town, or village must be reported within fifteen days by completing the necessary paperwork.
  • Outside the Same City, Town, or Village: A special company resolution must be enacted to authorize the new address if the registered office is moved outside the current city, town, or village.
  • Jurisdiction Change: The Regional Director of the ROC must approve moving the registered office from one jurisdiction within a ROC to another.

Requirements Before Shifting Registered Office

  • Central Government Permission: The company must get the central government's (Regional Director) permission to move the registered office from one state to another.
  • Special Resolutions: According to Section 110 and Rule 22 of the Companies (Management and Administration) Rules, 2014, special resolutions must be passed only by postal ballot if the company has more than 200 members.
  • Restrictions: Moving the registered office is prohibited if the firm has been subject to an examination, inspection, investigation, or a case under the Act. [Section 30(9) of The Companies (Incorporation) Rules, 2014]

Procedure for Moving Registered Office from One State to Another

  1. Call a Board of Directors Meeting

    • According to Section 173 and SS-1.

  2. Obtain Shareholders' Consent

    • Call a general meeting under Sections 96 and 100 and Secretarial Standard (SS-2).

  3. Submit Form MGT-14 to ROC

    • Within 30 days of passing the resolution.

  4. Maintain a List of Debenture Holders and Creditors

    • The registered office should maintain a list of creditors and debenture holders compiled up to not more than one month before the application date, available for inspection.

  5. Advertise in a Newspaper

    • The company must advertise in Form INC-26 in both the vernacular newspaper in the district's primary language and an English newspaper with a sizable readership in the state. This should be done not more than thirty days before the application date for Form INC-23.
    • Serve a copy of the advertisement to the central government immediately after its publication by registered post with acknowledgment due. Individual notice must be sent to each debt instrument holder and creditor of the company by registered post with acknowledgment due. Additionally, notice must be sent to the Registrar and the Securities and Exchange Board of India in the case of publicly traded companies, and to the regulatory body.

  6. Send Form INC-23 to the Central Government (Regional Director)

    • Submit an application in Form INC-23 with the required fee and supporting documentation when seeking approval to modify the memorandum regarding the corporate headquarters location.
    • Attach a copy of the association's memorandum, certified true copies of the notice of the general meeting, justification, executed Vakalatnama, special resolution, board resolution, power of attorney, and a list of creditors and debenture holders.

  7. Directors' Affidavits

    • Verification document for the application.
    • An affidavit attesting to the mailing of notifications.
    • An affidavit confirming employee layoffs.
    • An affidavit from directors promising to pay future obligations, liabilities, etc.
    • An affidavit stating that the firm has not been the subject of inquiries, inspections, or investigations, nor charged with any crimes.

  8. Certified Copy of the Order from the Central Government

    • File with the Registrar in each of the states in Form INC-28 with the fee within thirty days of receiving the certified copy of the order.

  9. Submit Form INC-22 to ROC

    • File E-Form INC-22 with the Registrar and the required fee as per the Companies (Registration Offices & Fee) Rules 2014 and the accompanying papers within 30 days of approval of the change in the registered office's status.
    • Attach certified true copies of the special resolution, the Regional Director's directive, and the association's amended memorandum.
    • Provide the property title registration in the business's name, a notarized copy of the lease or rent contract, a recent utility bill, and a list of other businesses sharing the registered office address.

Issuance of New Certificate

  • Certificate from ROC: The ROC of the state is responsible for registering the change and issuing a new Certificate of Incorporation reflecting the change.

Notification to Stock Exchanges

  • SEBI (LODR) Regulation 2015: Every listed company must notify the stock exchange of the effective date of the registered office change within 24 hours of the notice being registered by the ROC. The information must be posted on the company's website within two working days of registering the notice.

Post-Approval Compliance

  • General Notice: The company may publish a general notice in newspapers to alert all members and stakeholders of the change.
  • Update Address: Change the registered office address on all business correspondence, letterheads, invoices, receipts, and official publications.
  • Notify Banks: Update all banks where the company has accounts with the new registered office address.
  • Income Tax Authority: Apply to the Income Tax Authority to amend the company's address in PAN and TAN.
  • Utility Services: Update the company's address with all basic utility service providers.
  • Government Authorities: Notify the Central Excise Authorities, Customs Authorities, Sales Tax Authorities, Service Tax Department, etc., of the new address.
  • Other Registrations: Change the registered office address with NSDL, CDSL, and RTA as necessary. Submit any required amendments under various acts, including:
    • The Goods and Services Act, 2017
    • The Shops and Establishments Act
    • The Factories Act, 1948
    • The Foreign Exchange Management Act, 1999
    • The Inter-State Migrant Worker Act
    • The Private Security Agency Act

By following these detailed steps and meeting the outlined requirements, companies can successfully shift their registered office from one state to another while ensuring compliance with all relevant regulations.

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Article Compiled by:-

~Neel Lakhtariya 

(LegalMantra.net Team)

Disclaimer: Every effort has been made to avoid errors or omissions in this material in spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition In no event the author shall be liable for any direct indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information Many sources have been considered including Newspapers, Journals, Bare Acts, Case Materials , Charted Secretary, Research Papers etc.