PROCESS OF SHIFTING OF REGISTERED OFFICE

PROCESS OF SHIFTING OF REGISTERED OFFICE

A.  Within the Local Limit Of City, Town Or Village To Another Place In Within The Limit Of Same City, Town Or Village

STEP – I: Convey Board Meeting of Directors: (As per section 173 and SS-1)

STEP – II: Held Board Meeting: (As per section 173 and SS-1)

STEP- III – Filing and Fees: File FORM INC – 22 (Section-12 (2) & (4) Read with Rule 25 & 27 of the Companies (Incorporation) Rules- 2014) within 30 days of passing the Board resolution, along with given documents:-

DOCUMENTS:                                                

> Certified True Copies of the Board Resolutions;

> Proof of Registered Office Address (Utility Bill) – Not older than 2 month

> NOC that company is authorized to use the address as the registered office of company.

B. Outside The Local Limits Of The Existing Place But In The Same State Under The Jurisdiction Of The Same Registrar Of Companies

STEP – I: Convey Board Meeting of Directors: (As per section 173 and SS-1)

STEP- II: Issue Notice of General Meeting: (Section 101)

STEP- III: Hold General Meeting: (Section 101)

STEP- IV- Filing and Fees: (i) FORM NO. MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 days of passing the special resolution, along with given documents:-

> Certified True Copies of the Special Resolutions along with explanatory statement;

> Copy of the Notice of meeting send to members along with all the annexure;

(ii) File FORM INC – 22 (Section-12 (2) & (4) Read with Rule 25 & 27 of the Companies (Incorporation) Rules- 2014) within 30 days of passing the Board resolution, along with given documents:-

 DOCUMENTS:

> Certified True Copies of the Special Resolutions;

> Notice of EGM along with Explanatory Statement

> Attendance Sheet of GM

> Proof of Registered Office Address (Utility Bill) – Not older than 2 month

> NOC that company is authorized to use the address as the registered office of company.

C. Shifitng of Registered Office from  One State to Another.

A. Call and Hold a Board Meeting:

B. Send Notice of general meeting to all members along with Explanatory Statement (Section-102), Proxy Form, Route Map and Attendance Slip.

CHold General Meeting and Pass the Special Resolution approving the shifting subject to the approval of the RD.

D. Prepare the Minutes of Extraordinary General meeting/ General Meeting.

E. After taking the approval of the members, file a certified copy of the special resolution along with the explanatory statement and altered copy of MOA within 30 days of passing of Special Resolution in form MGT-14 (Filling of Resolution and agreement to the registrar under section 117) with ROC.

F. Prepare a list of CREDITORS and DEBENTURE HOLDERS and intimate them accordingly.

G. Prepare List of Employees:

H. Prepare List of Application:

Company will prepare the application for shifting of Registered Office along with the required documents.

I. Prepare an Application in and all relevant annexure to be filled with the Regional Director for seeking approval for shifting of the registered office from one state to another.

J. Send a copy of the application with complete annexure to the Chief Secretary of the State where the registered office is situated at the time of filing the application and obtain acknowledgment for sending the notice.

K. The Petition along with the enclosure should be Serially Numbered and scanned copy of the petition is filed in Form GNL-2 with Registrar of Companies.

L. The Original Application U/s 13(4) along with all Necessary Annexure for seeking approval of the [1]Central Government (Regional Director) for shifting of Registered office from one State to another shall be filed in Form- INC-23  along with the fee and the following documents:-

a. A copy of the Memorandum And Articles Of Association;

b. Certified True Copy of Board Resolution.

c. A copy of the Notice Convening The General Meeting along with relevant Explanatory Statement;

d. A copy of the Special Resolution sanctioning the alteration by the members of the company; (if possible supportive by Attendance sheet)

e. A copy of the Minutes of The General Meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;

f. An Affidavit Verifying the application (On Stamp Paper duly notarized)

g. The List of Creditors and Debenture Holders entitled to object to the application;

h. An Affidavit Verifying The List of Creditors; (On Stamp Paper duly notarized)

i. The document relating to payment of application fee;

j. Affidavit by Director verifying non-retrenchment of employees

k. Memorandum of Appearance and Board resolution authorizing company secretary / Chartered Accountant or advocate

l. A copy of Board Resolution Or Power Of Attorney or the executed Vakalatnama, as the case may be (in the favour of Professional)

m. An Affidavit verifying the list of Employees.(On Stamp Paper duly notarized)

n. Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report.

o. Affidavit proving the dispatch and service of notice to the Chief Secretary.

p. Board resolution authorizing the director to submit the petition.

q. Form MGT-14 along with paid challan.

♦ Further, Hard copy of the petition is to be submitted with Concerned Regional Director Office.

M. After checking of application with Annexures the hearing will take place at the Regional Director office and it should be represented by the company or practicing professional or advocate. The creditors, if any and the representatives of the company may also represent and are heard before making any order.

N. Power to Inspect: A duly authenticated copy of the list of the creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may at any time during the ordinary hours of business, inspect and take extracts of the same on the payment of a sum not exceeding ten rupees per page to the

O. The Regional Director will make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper:

 P. Obtain certified copies of the order confirming the shifting of registered office from one state to another, passed by the Central Government,

Q.  File e-form INC-28 with ROC within 30 days of confirmation of shifting by Central Government along with following Documents:

i. Confirmation given by Central Government for change of registered office.

R. File e-form INC-22 with ROC within 30 days of confirmation of shifting by Central Government.

Regards

Team OC

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