Changing/Shifting of registered office of company from one state to another

The Pvt Ltd Company or any other company is required to have a position in the public records where various stakeholders of the Company can send letters, notices, and other information. The location is known as the Company Registration Office. The Company is required to establish its registered office at the time of incorporation and notify the Registrar of Companies (ROC) of the state in which the Company is being formed.

What’s the procedure for online company registration to shift from one state to another?

Conduct a board meeting of directors to:

• Decide on the General Meeting's date, time, and location.
• Approve the Extraordinary General Meeting notification and the call for a General Meeting.
• Authorize the CS or Director to apply with the RD to amend clause II of the Memorandum of Association in the jurisdiction in which the online company's (pre-Change) office is located.
• The board shall allow the director and secretary to see that the creditors' and debenture holders' consents, if any, are acquired, those suitable provisions are made for the discharge of their debts, or that insufficient security is provided (5).

2. Notify all members of the general meeting and include explanatory statements (Section-102).

3. Hold a General Meeting and pass a Special Resolution authorizing the shift, subject to the RD's permission.

4. Write the minutes of the special general meeting/general meeting.

5. After receiving approval from a member, submit a certified copy of the Special Resolution, an explanatory statement, and an amended copy of the MOA to the Registrar of Companies within 30 days of approving a resolution in form MGT-14 (Filing of resolution and consent to the register under section 117).

Attachments to E-Form MGT-14:

• A copy of the Special Resolution, as well as a copy of Section 102 explanatory statement;
• Altered MOA;
• Minutes of the AGM.

6. Publish a notice in form No INC.26 in at least one vernacular newspaper in the district where the company's registered office is located, as well as at least once in an English publication circulating in that district.

7. Make a list of all creditors and debenture holders, and notify them.

The application must include a list to be filled out.

• An affidavit should be used to confirm the list.
• The list should be no more than one month before the petition's filing date.

The following is a list to help you keep track of what you need to know:

• Every company creditor and debenture holder's name and address, as well as the nature and number of debts, claims, and liabilities owed to them.

8. Make a list of all of your company's employees.

9. Make a list of all the applications you'll be submitting.

10. Prepare an application and all necessary annexures for submission to the Regional Director for approval of a change of registered office from one state to another.

11. It is necessary to At the time of applying, send a copy of the duly approved application, along with the complete annexure, to the Registrar (RoC) and chief secretary of the state where the registered office is located, and obtain acknowledgment for sending the notice.

12. The initial application u/s 13(4), along with all relevant annexures, in Form INC-23, along with fees and the accompanying papers, for requesting authorization from the central government for relocating office from state to state:

• AOA CTC of Board Resolution and a copy of the MOA
• A notice of the general meeting's convening, as well as appropriate explanatory statements, must be published.
• a copy of the Special Resolution authorizing the members' change
• Minutes of the General Meeting at which the resolution approving such amendment was passed, including the number of votes cast in support or against the resolution, should be kept on file.
• A notarized affidavit attesting to the application's validity (On Stamp paper duly notarized)
• The list of creditors and Debenture Holders who have the right to object to the application is available here.
• An affidavit confirming the creditors' list
• The receipt for the payment of application costs.
• Advertisement in the newspaper announcing the proposed relocation of the registered office
• An affidavit attesting to the application's validity (On stamp paper duly notarized)
• The documents of the application fee payment
• Affidavit stating that no employees have been laid off.
• An affidavit attesting to the publishing of the notice in the newspaper
• Company Secretary/Chartered Accountant or Advocate Memorandum of Appearance and Board Resolution
• A copy of the Board Resolution, a power of attorney, or the completed Vakaltanama is required (In the Favour of the professional)
• An affidavit attesting to the accuracy of the employee list (On stamp Paper duly notarized)
• Copy of the company's most recent audited balance sheet and P& L statement, as well as the auditors' report and the Director's Report
• An affidavit attesting to the delivery and service of the notification to the chief secretary.
• Resolution of the Board of Directors authorizing the directors to file the petition
• Form MGt-14 must be submitted with a paid challan.
• The petition for relocating the registered office, as well as any attachments, should be serially numbered, a scanned copy of the petition should be filled in Form 23 and a hard copy of the petition should be submitted to the NCLT.
• Form MGT-14 must be submitted with the paid challan receipt.
• The legally signed Petition and Enclosure should be serially numbered, and a scanned copy of the petition should be filed in Form INC-23, with a hard copy to the CONCERNED REGIONAL DIRECTOR OFFICE.

13. A hearing will be held in the Regional Director's office after the application and supporting Annexure has been reviewed, and the case can be represented by the private limited company, a practicing professional, or an advocate. Before making any order, the creditors, if any, and the company's representatives may express themselves and be heard.

14. The Regional Director of the Ministry of Corporate Affairs will issue an order confirming the change on the terms and conditions if any, that it deems appropriate, and may issue a cost order as well.

15. Obtain certified copies of the Central Government's directive verifying the change of registered office from one state to another.

16. You must file an e-form INC-28 with the MCA within 30 days after the Central Government's confirmation of your relocation, together with the accompanying documents: The Central Government has provided its approval for a change of registered office.

17. Submit e-form INC-22 to the ROC together with the accompanying documents within 15 days after the Central Government's approval of the relocation.

Conclusion

A registered office is usually where the majority of the online company's management is located. However, as a firm grows, it becomes necessary to relocate the registered office. As a result, a convenient provision has been given under the Companies Act to make such adjustments.

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