How to Change Registered Office from One State to Another in India?

Once a business has been established, it might become tedious to move its registered office from one state to another. However, if you are familiar with the various steps involved in the process along with the legal provisions you must comply with, the process to move a registered office becomes relatively manageable.

Section 13(4) of the Companies Act, 2013 read with Rule 30 and Rule 31 of the Companies (Incorporation) Rules, 2014 are primarily concerned with the procedure of moving a registered office from one state to another.

Process to Shift Registered Office from One State to Another

Hereafter we familiarize you with the process of shifting a registered office to a different state from where it was primarily established.

• Step 1: Call a Board Meeting

The first step of the procedure to shift a registered office to a different state is to organize a board meeting of the directors of the company. The notice for the same must be sent at least seven days prior to organizing the meeting. The notice sent to the directors must include a detailed agenda and notes of the board meeting. The board resolution and the proposal for the following must be considered and passed by the members of the Board:

• Change in the registered office of the company from one state to another.
• Alteration of Memorandum of Association.
• To issue 21 days clear notice for calling a general meeting for passing of the necessary special resolution. The notice needs to be issued along with an explanatory statement under Section 102 of the Companies Act, 2013. The notice needs to be served to every member and director of the Company.
• To authorize the Company Secretary/Director to move an application before the Registrar of Companies (ROC) and the Regional Directors (RD).

• Step 2: Call Extraordinary General Meeting

Organize an Extraordinary General Meeting (EGM) and pass the necessary special resolution for shifting of registered office from one state to another and alteration of MOA by obtaining the shareholders’ approval. After holding the EGM, you must file the forms relevant for shifting a registered office to another state.

• Step 3. Forms to be Filed

The special resolution passed in EGM needs to be filed with the Registrar of Companies in e-form MGT-14 along with the relevant fees. This must be done within 30 days from the date of EGM.

Newspaper Advertisement

The company is required to publish a notice in Form No. INC. 26 in at least one vernacular newspaper in the main language of the district where the registered office is located and in one English newspaper that is circulated in that district.

A notice must be served to each debenture-holder and creditor of the company informing them that a list of debenture holders and creditors needs to be filed with the application and that such a list would be aptly verified by an affidavit.
In addition, such a list would be verified by the Statutory Auditor of the company. It must be noted that the list should not be more than 30 days old from the date of filing the application.

Note: Most of the companies face a challenge in serving notices to its creditors as such a list can be huge and extensive. At the discretion of the dealing officer of the Regional Director, the officer can ask for NOC from all the creditors which poses a challenge in the process of shifting.

INC-23

An application under Section 13(4) read with Rule 30 of Incorporation (Company) Rules, 2014 must be made before the Central Government (Power delegated to Regional Director) in Form- INC- 23. Following documents must be submitted along with the application:

• A copy of Memorandum and Article of Association (MOA and AOA).
• A copy of the notice and the explanatory statement.
• A copy of the Special Resolution, to shift the registered office, authorized by the Board.
• A copy of the Minutes of the General Meeting during which the decision to change the location of the registered office was made.
• An affidavit that verifies the application.
• List of creditors and debenture holders that hold the right to object to the application. (Explained below)
• An affidavit verifying list of creditors.
• The document related to application fee payment.
• A copy of Board resolution of Power of Attorney or the executed ‘Vakalatnama,’ whichever may be applicable.
• A copy of the advertisement for notice of shifting the registered office that was published in the newspapers. (Explained below)
• Proof of servicing an application to the Registrar, Chief Secretary of the State.

As per Rule 30(2), the application must be accompanied by a list of creditors and debenture holders, which has been drawn up to the latest possible date before the date of filing the application within 30 days of preparing the following:

• Names and addresses of all of the company’s creditors and debenture holders (if any).
• Details like the nature and amount due to them in respect of claims, debts or liabilities.

 

Affidavits to be Filed with the Application

A company filing the application is required to file an affidavit that has been duly signed by its Company Secretary, if any and at least two of its directors, one of whom should be a managing director, after conducting an extensive enquiry formed the opinion that the list of creditors so provided is correct and that the calculated value as provided in the list of claims or debts payable on a contingency or not ascertained are proper estimates of the amounts of such claims and debts. Furthermore, they shall also consider and ensure that there are no other claims or debts against the organization as per their knowledge.

As per Rule 30(3), the application must be submitted along with an affidavit from the company’s directors stating that no employees shall be retrenched due to the shifting of the registered office of the company from one state to another. In addition, there shall also be the application that has been filed by the organization to the relevant State Government or Union Territory’s Chief Secretary.

According to Rule 30(4), an authenticated copy of creditors’ list must be maintained at the company’s registered office and anyone wanting to inspect it may, at any time during ordinary regular hours of a business, perform an inspection and take extracts from it on payment of an amount that is not more than INR 10 for each page to the company.

As per Rule 30(5), the application must also be accompanied by an acknowledgement of servicing with entire annexures to the Registrar and Chief Secretary of the State Government/Union Territory where the Registered Office is located at the time of filing the application.

As per Rule 30(7), if the company filing the application has received any objections from an individual whose interest may be affected by the shifting of the registered office, it must serve a copy of such an objection to the Central Government on or prior to the date of hearing.

If no objection has been received from any of the parties, who had been served with the notice, the application would be put up for orders without any hearing within a 15-day period.

Note: Regional Director (RD) may give order without hearing, however, on the discretion of the RD, there can be a hearing for which the company needs to appoint a professional such as an Advocate or a Practising Company Secretary to appear and carry out the required liasoning.

According to Rule 30(9), prior to confirming the shifting of the registered office, the Central Government shall make sure that, in relation to all creditors and debenture holders who, according to the Central Government, have the right to object to the shifting, and who signify their objections in the way provided by the Central Government, either their consent to the shifting or their claims and debts have been discharged or have been determined, or secured to the Central Government’s satisfaction.

Filing of Order with Registrar of Companies

According to Section 13 with respect to Rule 31 of the Company Rules, 2014, the certified copy from the Central Government, that approves altering of the Memorandum for change of the registered office of the company from one state to another, needs to be filed in Form-INC-28 along with the fees with the Registrars of the states within a 30-day period from the date of receiving the certified copy of the order.

Intimation of change of Registered Office Address

Following must be filed along with Form INC-22

• Rent agreement or conveyance deed.
• Electricity bill.
• NOC.
• Copy of Altered Memorandum of Association.
• RD Order.

Alteration of MOA

In accordance with Section 13 of the Companies Act, 2013, shifting the registered office of a company from one state to another under the jurisdiction of another Registrar of Companies shall result in the alteration of the MOA.

Conclusion

The entire process for shifting a registered office from one state to another may take up to 3 months. As such, it is imperative to adhere to the prescribed procedure for shifting the registered office to avoid any avoidable hassles.