Shifting of Registered Office from One State/UT to Another State/UT Under Companies Act, 2013

Shifting of Registered Office from One State/UT to Another State/UT Under Companies Act, 2013. Introduction
Every Company is required to have its registered office within thirty days from the date of its incorporation where all the Statutory Registers, returns, records, books of accounts and other relevant books and papers and financial statements are kept, all the necessary communications and notices are sent, and Board and General Meetings are conducted. Further, it is imperative to file the particulars of the Registered office with the Registrar of the respective jurisdiction for the verification purpose in E-Form INC-22 as per the provisions of Rule 25 of Companies (Incorporation) Rules, 2014.
By and large, there can five possibilities of change in the situation of Registered office of any Company in India: -

Shifting of Registered office within local limits of city, town, or village

Shifting of Registered office outside the local limits of city, town, or village, within the same ROC and state.

Shifting of Registered Office within the same state with change in the jurisdiction of ROC.

Shifting of Registered office from one state to another within the jurisdiction of same ROC

Shifting of Registered office from one state to another outside the jurisdiction of existing ROC.

Let’s discuss in detail the procedure for shifting of Registered office by the Company from one state to another state.
Procedure Of Shifting of Registered Office of the Company from State to State
Points to be Taken Care of Before Shifting the Registered Office

Check that Memorandum and Articles of Association are as per the Companies Act, 2013. If not, adopt the same as per the relevant provisions of the Act.

Check that the Company has filed its financial statements up to the year ended preceding the date of holding Board Meeting for considering the business about shifting of registered office, if not then file the up to date financial statements to the Registrar of Companies.

Check that Company has complied with the provisions of various laws applicable to it.

No enquiry and investigation is pending against the Company

In the case of Listed Company, Company has complied with all the listing obligations and disclosure requirements.

The company has paid all its statutory dues.

The company has satisfied the dues of all its creditors or has made necessary arrangements for discharging the same.

Detailed Procedure for Shifting in Tabular Form

Sr. No.

Process

Documents Execution/Business Transacted

Limitation Period

Issuance of Notice for the conduct of Board Meeting

1.     Notice of Board Meeting2.     Agenda of Board Meeting3.     Notes to Agenda

Within 9 days (7 days as per Act + 2 days for speed post)

Hold Board Meeting (u/s 173 of Companies Act, 2013)

1.     Recommendation for the adoption of MOA & AOA as per Companies Act, 2013, as the case may be2.     Recommendation for Change of Registered office from state to state3.     Recommendation for alteration in the Clause 2nd clause of Memorandum of Association4.     Authorize professionals to make an appearance before various regulatory authorities and to do all the necessary acts on behalf of the Company5.     Decide Time, Date and Venue of General Meeting6.     Approve the Notice of General Meeting and Explanatory Statement u/s 102 of Companies Act, 20137.     Notice shall reflect the date, time, and venue of the General Meeting.8.     Prepare Board Minutes as per Section 118 of Companies Act, 2013.9.     Certified True Copy of Board Resolutions10.  Draft Memorandum and Articles of Association with proposed Alterations.11.  Intimation to Stock Exchange about the result of Board Meeting as per Regulation 30 of SEBI (LODR) Regulations in case of listed Company12.  Post the same on the website of the Company.

Hold General Meeting (Meeting through Postal Ballot only in specified cases)

1.     Certified True Copy of Adopted Memorandum and Articles of Association2.     Certified True copy of Special Resolutions passed in General Meeting3.     Prepare Minutes of General Meeting4.     Authentication of Memorandum and Articles of Association5.     Intimation to Stock Exchange within 24 hours of proceedings of General Meeting in case of listed Company and the same to be hosted on the website within two working days (Refer Regulation 30 and 46 of SEBI (LODR) Regulations, 20156.     Submission of details of voting results within two working days from the date of the meeting. (Refer Regulation 44 of SEBI (LODR) Regulations, 2015

Clear 21 days’ notice u/s 101

File MGT-14 with Registrar of Companies along with fees as provided under Companies (Registration Offices and Fees) Rules, 2014

Attachments: -a)    Notice of General Meeting and Explanatory Statements)    b) Certified True Copy of Special Resolutions passed in General Meeting and Explanatory Statements thereof)     c) Altered Memorandum and Articles of Association)    d) Consent Letter, in case of the meeting held at shorter notice u/s 101

Within 30 days of passing special resolution u/s 117 of Companies Act, 2013

Preparation of List of Creditors and Debenture holders

List of creditors and debenture holders shall have the following mandatory details: -1.     Names and Addresses of every creditor2.     Nature and respective amount due to them

Should not be older than 1 month preceding the date of application made to Regional Director

Keep Authenticated Copy of List of Creditors/Debenture holders and Altered Memorandum and Articles of Association at the registered office of the Company

Publish Advertisement in Newspaper under Rule 30(5)(a) of Companies (Incorporation) Rules, 2014

Advertisement in Form INC-26 in the following newspapers having wide circulation in the state in which the registered office of the Company is situated: -a)    Vernacular newspaper in the principal vernacular language in the district and,b)    English newspaper in the English Language

Not more than 30 days before the date of filing an application with the Regional Director

Serving of Newspaper Advertisement

Copy of newspaper advertisements along with cover letter shall be served immediately on its publication by registered post with acknowledgment due:·       On Central Government (Regional Director)·       To each creditor and Debenture holder·       To Registrar of Companies·       To SEBI in case of Listed Company·       To any other regulatory body if Company is regulated by any special Act or Law

Forthwith

Obtain No Objection Certificates from the creditors

Before filing an application to Regional Director in Form INC-23

10.

Serve Complete Application along with Annexures to ROC, Chief Secretary, and SEBI (in case of listed Company)

Send a full set of application along with Complete Annexures by registered post with Acknowledgement Due: -·       To Registrar of Companies·       To Chief Secretary of State·       To Stock Exchange in case of listed Companies

After receipt of all NOC from creditors and within 30 days of passing the special resolution

11.

File E-Form GNL-2 with Registrar of Companies

Attachments: -a)    Index and Cover Letterb)    Certified True copy of Special Resolutions and Explanatory Statementc)     Altered MOA & AOAd)    Certified True Copy of Certificate of Incorporatione)    Certified True Copy of Notice of General Meeting & Explanatory Statementf)     Certified True Copy of Board Resolution regarding authorizing professional to make an appearance on behalf of the Company or executed Vakalatnama, as the case may beg)    Certified True Copy of minutes of General Meetingh)    List of Creditors verified by the Companyi)      Declaration verifying List of creditors by Company Secretary if any and at least 2 Directors, one of whom shall be MDj)      List of creditors certified by the statutory Auditor)    k) Declaration by Directors regarding non-retrenchment of employees consequent to shiftingl)      Covering Letters and Acknowledged copies of serving a full set of application to ROC & Chief Secretarym)  Certified True Copy of Newspaper Advertisementsn)    Complete Applicationo)    Affidavit by Directors verifying applicationp)    Affidavit by Directors regarding clearance of statutory duesq)    Affidavit by Directors regarding newspaper publication under Rule 30(5)(a) of Companies (Incorporation) Rules, 2014r)     Affidavit by Directors regarding the compliance of Rule 30 of Companies (Incorporation) Rules, 2014s)     Affidavit by Directors regarding no enquiry and inspection pending against the Companyt)     Certified True Copy of list of shareholders and Directors as on the date of General Meetingu)    No Objection Certificates from creditorsv)    Certified True Copy of Form INC-26w)  Certified True Copy of E-Form MGT-14 along with Challan.x)    A certified true copy of the last two years Financial Statements along with Acknowledgements of Income Tax Returns

Within 30 days of passing the special resolution

12.

File E-Form INC-23 with Regional Director

Attachments: -a)    Index and Cover Letterb)    All Attachments as mentioned in Point 11 for E-Form GNL-2c)     Certified True Copy of E-Form GNL-2 along with Challand)    Letter regarding receipt/no receipt of objections consequent to publication in newspapers and serving of individual notices along with Acknowledgements.

After 14 days of issue of advertisementWithin 30 days of passing Special ResolutionWithin 30 days of publication of advertisement in the newspaper  Not later than 30 days from the date as mentioned in the list of creditors (All the above events should be considered before filing an application to Regional Director)

13.

Send all the original Documents physically in the form of a complete set to the Regional Director via speed post or courier

Complete Application along with all annexures including a certified true copy of E-Form INC-23 together with its Challan in original as described above including index and cover Letter shall require to be sent to the Regional Director

Forthwith after filing E-Form INC-23.

14.

In case no objections are received

The application may be put up for orders without hearing and the order either approval or rejection shall be passed within 15 days of receipt of application

15.

In case of objections received

The Regional Director shall call the matter for hearing and direct the Company to file an affidavit to record the consensus reached at hearing, upon the execution of which and after satisfying itself that all the requirements are complied with, shall pass an order within 60 days of filing an application.

16.

Receipt of the order of Regional Director

Intimation to the Stock Exchange

17.

Payment of cost as stated in the order

Before filing the order copy with the Registrar of Companies of both states, Company is required to pay the cost as directed to be paid in the order copy.

18.

Filing of Certified copy of the order of Regional Director with the Registrar of Companies of each state in E-Form INC-28 along with the fees as prescribed

Attachment in E-Form INC-28 Certified Copy of order passed by Regional Director confirming alteration in Memorandum of Association

Within 30 days of receipt of the certified copy of the order.

19.

Filing E-Form INC-22 with Registrar of Companies

Attachments: -a)    Proof of Registered Office Address i.e. Lease Deed, Title Deed, etc.b)    Utility Bill like telephone, gas, electricity bill not older than 2 monthsc)     NOC from the owner of premisesd)    Certified) Copy of order of Regional Directore)    Altered Memorandum of Associationf)     Certified True Copy of Notice and Explanatory Statement of General Meetingg)    Certified True Copy of Board Resolution for shifting the Registered office.

After approval of E-Form INC-28.

20.

Intimation to the stock Exchange about the effective date of change of Registered office

Within 24 hours from the registration by the Registrar of Companies

21.

Compliances after the date of change of Registered office

Amend the address wherever it is depicted

Forthwith

Inferences: -
The process of shifting involves lots of legal complexities and the Company will have to hire professionals for making an appearance and will have to execute several legal documents and obtain clearances from various statutory authorities. Further, the process demands in-depth knowledge of relevant provisions of the Companies Act, 2013, SEBI Regulations, Income Tax Laws, etc., and to follow the compliances step by step in chronological order which is interconnected with each other. Missing out on any step stated above might lead to rework on the entire process from the beginning including repayment of the filing fees, court fees, and other allied costs.
We at Compliance Calendar have a team of qualified professionals that provide hassle-free services to the clients in terms of making an appearance in front of judicial authorities, liaisoning with statutory authorities, respecting the deadlines, keeping the client well informed about the execution of legal documents, and completion of formalities in all respects. If you have any questions or stuck between the process, you may reach out to us at info@ccoffice.in or WhatsApp/Call at 9988424211

Introduction

Every Company is required to have its registered office within thirty days from the date of its incorporation where all the Statutory Registers, returns, records, books of accounts and other relevant books and papers and financial statements are kept, all the necessary communications and notices are sent, and Board and General Meetings are conducted. Further, it is imperative to file the particulars of the Registered office with the Registrar of the respective jurisdiction for the verification purpose in E-Form INC-22 as per the provisions of Rule 25 of Companies (Incorporation) Rules, 2014.

By and large, there can five possibilities of change in the situation of Registered office of any Company in India: -

Shifting of Registered office within local limits of city, town, or village
Shifting of Registered office outside the local limits of city, town, or village, within the same ROC and state.
Shifting of Registered Office within the same state with change in the jurisdiction of ROC.
Shifting of Registered office from one state to another within the jurisdiction of same ROC
Shifting of Registered office from one state to another outside the jurisdiction of existing ROC.

Let’s discuss in detail the procedure for shifting of Registered office by the Company from one state to another state.

Procedure Of Shifting of Registered Office of the Company from State to State

Points to be Taken Care of Before Shifting the Registered Office

Check that Memorandum and Articles of Association are as per the Companies Act, 2013. If not, adopt the same as per the relevant provisions of the Act.
Check that the Company has filed its financial statements up to the year ended preceding the date of holding Board Meeting for considering the business about shifting of registered office, if not then file the up to date financial statements to the Registrar of Companies.
Check that Company has complied with the provisions of various laws applicable to it.
No enquiry and investigation is pending against the Company
In the case of Listed Company, Company has complied with all the listing obligations and disclosure requirements.
The company has paid all its statutory dues.
The company has satisfied the dues of all its creditors or has made necessary arrangements for discharging the same.

Detailed Procedure for Shifting in Tabular Form

Sr. No.	Process	Documents Execution/Business Transacted	Limitation Period
1.	Issuance of Notice for the conduct of Board Meeting	1. Notice of Board Meeting 2. Agenda of Board Meeting 3. Notes to Agenda	Within 9 days (7 days as per Act + 2 days for speed post)
2.	Hold Board Meeting (u/s 173 of Companies Act, 2013)	1. Recommendation for the adoption of MOA & AOA as per Companies Act, 2013, as the case may be 2. Recommendation for Change of Registered office from state to state 3. Recommendation for alteration in the Clause 2nd clause of Memorandum of Association 4. Authorize professionals to make an appearance before various regulatory authorities and to do all the necessary acts on behalf of the Company 5. Decide Time, Date and Venue of General Meeting 6. Approve the Notice of General Meeting and Explanatory Statement u/s 102 of Companies Act, 2013 7. Notice shall reflect the date, time, and venue of the General Meeting. 8. Prepare Board Minutes as per Section 118 of Companies Act, 2013. 9. Certified True Copy of Board Resolutions 10. Draft Memorandum and Articles of Association with proposed Alterations. 11. Intimation to Stock Exchange about the result of Board Meeting as per Regulation 30 of SEBI (LODR) Regulations in case of listed Company 12. Post the same on the website of the Company.
3.	Hold General Meeting (Meeting through Postal Ballot only in specified cases)	1. Certified True Copy of Adopted Memorandum and Articles of Association 2. Certified True copy of Special Resolutions passed in General Meeting 3. Prepare Minutes of General Meeting 4. Authentication of Memorandum and Articles of Association 5. Intimation to Stock Exchange within 24 hours of proceedings of General Meeting in case of listed Company and the same to be hosted on the website within two working days (Refer Regulation 30 and 46 of SEBI (LODR) Regulations, 2015 6. Submission of details of voting results within two working days from the date of the meeting. (Refer Regulation 44 of SEBI (LODR) Regulations, 2015	Clear 21 days’ notice u/s 101
4.	File MGT-14 with Registrar of Companies along with fees as provided under Companies (Registration Offices and Fees) Rules, 2014	Attachments: - a) Notice of General Meeting and Explanatory Statements) b) Certified True Copy of Special Resolutions passed in General Meeting and Explanatory Statements thereof) c) Altered Memorandum and Articles of Association) d) Consent Letter, in case of the meeting held at shorter notice u/s 101	Within 30 days of passing special resolution u/s 117 of Companies Act, 2013
5.	Preparation of List of Creditors and Debenture holders	List of creditors and debenture holders shall have the following mandatory details: - 1. Names and Addresses of every creditor 2. Nature and respective amount due to them	Should not be older than 1 month preceding the date of application made to Regional Director
6.	Keep Authenticated Copy of List of Creditors/Debenture holders and Altered Memorandum and Articles of Association at the registered office of the Company
7.	Publish Advertisement in Newspaper under Rule 30(5)(a) of Companies (Incorporation) Rules, 2014	Advertisement in Form INC-26 in the following newspapers having wide circulation in the state in which the registered office of the Company is situated: - a) Vernacular newspaper in the principal vernacular language in the district and, b) English newspaper in the English Language	Not more than 30 days before the date of filing an application with the Regional Director
8.	Serving of Newspaper Advertisement	Copy of newspaper advertisements along with cover letter shall be served immediately on its publication by registered post with acknowledgment due:· On Central Government (Regional Director)· To each creditor and Debenture holder· To Registrar of Companies· To SEBI in case of Listed Company· To any other regulatory body if Company is regulated by any special Act or Law	Forthwith
9.	Obtain No Objection Certificates from the creditors		Before filing an application to Regional Director in Form INC-23
10.	Serve Complete Application along with Annexures to ROC, Chief Secretary, and SEBI (in case of listed Company)	Send a full set of application along with Complete Annexures by registered post with Acknowledgement Due: -· To Registrar of Companies· To Chief Secretary of State· To Stock Exchange in case of listed Companies	After receipt of all NOC from creditors and within 30 days of passing the special resolution
11.	File E-Form GNL-2 with Registrar of Companies	Attachments: - a) Index and Cover Letter b) Certified True copy of Special Resolutions and Explanatory Statement c) Altered MOA & AOA d) Certified True Copy of Certificate of Incorporation e) Certified True Copy of Notice of General Meeting & Explanatory Statement f) Certified True Copy of Board Resolution regarding authorizing professional to make an appearance on behalf of the Company or executed Vakalatnama, as the case may be g) Certified True Copy of minutes of General Meeting h) List of Creditors verified by the Company i) Declaration verifying List of creditors by Company Secretary if any and at least 2 Directors, one of whom shall be MD j) List of creditors certified by the statutory Auditor) k) Declaration by Directors regarding non-retrenchment of employees consequent to shifting l) Covering Letters and Acknowledged copies of serving a full set of application to ROC & Chief Secretary m) Certified True Copy of Newspaper Advertisements n) Complete Application o) Affidavit by Directors verifying application p) Affidavit by Directors regarding clearance of statutory dues q) Affidavit by Directors regarding newspaper publication under Rule 30(5)(a) of Companies (Incorporation) Rules, 2014 r) Affidavit by Directors regarding the compliance of Rule 30 of Companies (Incorporation) Rules, 2014 s) Affidavit by Directors regarding no enquiry and inspection pending against the Company t) Certified True Copy of list of shareholders and Directors as on the date of General Meeting u) No Objection Certificates from creditors v) Certified True Copy of Form INC-26 w) Certified True Copy of E-Form MGT-14 along with Challan. x) A certified true copy of the last two years Financial Statements along with Acknowledgements of Income Tax Returns	Within 30 days of passing the special resolution
12.	File E-Form INC-23 with Regional Director	Attachments: - a) Index and Cover Letter b) All Attachments as mentioned in Point 11 for E-Form GNL-2 c) Certified True Copy of E-Form GNL-2 along with Challan d) Letter regarding receipt/no receipt of objections consequent to publication in newspapers and serving of individual notices along with Acknowledgements.	After 14 days of issue of advertisement Within 30 days of passing Special Resolution Within 30 days of publication of advertisement in the newspaper Not later than 30 days from the date as mentioned in the list of creditors (All the above events should be considered before filing an application to Regional Director)
13.	Send all the original Documents physically in the form of a complete set to the Regional Director via speed post or courier	Complete Application along with all annexures including a certified true copy of E-Form INC-23 together with its Challan in original as described above including index and cover Letter shall require to be sent to the Regional Director	Forthwith after filing E-Form INC-23.
14.	In case no objections are received		The application may be put up for orders without hearing and the order either approval or rejection shall be passed within 15 days of receipt of application
15.	In case of objections received		The Regional Director shall call the matter for hearing and direct the Company to file an affidavit to record the consensus reached at hearing, upon the execution of which and after satisfying itself that all the requirements are complied with, shall pass an order within 60 days of filing an application.
16.	Receipt of the order of Regional Director		Intimation to the Stock Exchange
17.	Payment of cost as stated in the order	Before filing the order copy with the Registrar of Companies of both states, Company is required to pay the cost as directed to be paid in the order copy.
18.	Filing of Certified copy of the order of Regional Director with the Registrar of Companies of each state in E-Form INC-28 along with the fees as prescribed	Attachment in E-Form INC-28 Certified Copy of order passed by Regional Director confirming alteration in Memorandum of Association	Within 30 days of receipt of the certified copy of the order.
19.	Filing E-Form INC-22 with Registrar of Companies	Attachments: - a) Proof of Registered Office Address i.e. Lease Deed, Title Deed, etc. b) Utility Bill like telephone, gas, electricity bill not older than 2 months c) NOC from the owner of premisesd) Certifie d) Copy of order of Regional Director e) Altered Memorandum of Association f) Certified True Copy of Notice and Explanatory Statement of General Meeting g) Certified True Copy of Board Resolution for shifting the Registered office.	After approval of E-Form INC-28.
20.	Intimation to the stock Exchange about the effective date of change of Registered office		Within 24 hours from the registration by the Registrar of Companies
21.	Compliances after the date of change of Registered office	Amend the address wherever it is depicted	Forthwith

Inferences: -

The process of shifting involves lots of legal complexities and the Company will have to hire professionals for making an appearance and will have to execute several legal documents and obtain clearances from various statutory authorities. Further, the process demands in-depth knowledge of relevant provisions of the Companies Act, 2013, SEBI Regulations, Income Tax Laws, etc., and to follow the compliances step by step in chronological order which is interconnected with each other. Missing out on any step stated above might lead to rework on the entire process from the beginning including repayment of the filing fees, court fees, and other allied costs.

We at Compliance Calendar have a team of qualified professionals that provide hassle-free services to the clients in terms of making an appearance in front of judicial authorities, liaisoning with statutory authorities, respecting the deadlines, keeping the client well informed about the execution of legal documents, and completion of formalities in all respects. If you have any questions or stuck between the process, you may reach out to us at info@ccoffice.in or WhatsApp/Call at 9988424211