Shifting Of Registered Office

In case of any change of the registered office the notice is to be given to the registrar of companies with 30 days of such change in e- form inc- 22 along with prescribed fees.

Procedure :

1. Convene meeting of board of directors by giving at least 7 day

2. The meeting shall be convened for:

   • passing the resolution for shifting of registereed office from one place to another.

   • approval of notice for calling the egm for passing a special resolution for shifting of registered office.

   • authorization to director/ company secretary to sign the documents.

3. The general meeting shall be convened to get the approval of its members by the way of special resolution subject to confimation by regional direcotr. If the shares are listed in a stock echange resolution shall be passed by postal ballot

4. File certified copy of the special resolution along with the explanatory statement in e form mgt-14 within 30 days.

5. An application shall be made to the regional director seeking the approval for alteration of memorandum with regard to the change in the registered office from one state/union territory to another state/union territory in e – form inc-23 along with the following documents and prescribed fees:

   • altered memorandum of association with proposed laterations

   • coppy of the minutes of the general meeting giving the details of the votes cast in favour or against the resolution.

   • certified copy of the minutes of the board resolution.

   • affidavit verifying the application.

   • list of creditors and debenture holders drawn upto the latest practicable date not preceding the date of application by more than one month. The list shall be accompanied by the declaration signed by not less than two directors of the company stating that the list of creditors is correct.

   • An affidavit that no employee shall be retrenched as a consequence of shifting of registered office.

   • a copy of noc from rbi if the company is an nbfc

   • a copy of acknowledgement of service of application to the registrar and the chief secretary of the state or union territory where the registered office is situated.

6. The company shall, not less than one month before filing an application to the regional director for the confirmation of shifting of the registered office from one roc to another roc:

   • publish a notice in prescribed form inc-26 at least once in english and vernacular language of the district in which the registered office of the company is situated.

   • serve individual notice to every creditor, debenture holder, and deposit holder of the company.

7. Any person whose interest is likely to be affected by the proposed alteration may intimate his nature of interest and grounds of opposition to the regional director within twenty-one days from the date of publication

8. Where no objection has been received by the regional director in response to the advertisement, shall hold the hearing as required and pass the order confirming the shifting within sixty days on such terms and conditions as it may deem fit.

9. The certified copy of the order shall be filed with the registrar within thirty days of the date of communication of the order to the company in e form inc 28.

10. The company shall file the notice of change in the registered office within 30 days of such change in e form inc-22.

Procedure :

1. Shifting of registered office from jurisdiction of one roc to another roc in the same state

2. The meeting shall be convened for:

   • passing the resolution for shifting of registereed office from one place to another place within the same state

   • approval of notice for calling the egm for passing a special resolution for shifting of registered office.

   • authorization to director/ compnay secretary to sign the documents.

3. The general meeting shall be convened to get the approval of its members by the way of special resolution subject to confimation by regional direcotr. If the shares are listed in a stock echange resolution shall be passed by postal ballot

4. File certified copy of the special resolution along with the explanatory statement in e form mgt-14 within 30 days.

5. The company shall, not less than one month before filling an application to the regional director for the confirmation of shifting of the registered office from one roc to another roc:

   • publish a notice in prescribed form inc-26 at least once in english and vernacular language of the district in which the registered office of the company is situated.

6. Any person whose interest is likely to be affected by the proposed alteration may intimate his nature of interest and grounds of opposition to the regional director within twenty one days from the date of publication

7. The compnay shall file an application with the regional director in e-form 23along with the following documents and prescribed fees.:

   • Certified true copy of the board resolution for shifting of registered office;

   • Certified true copy of the special resolution of the members of the company approving the shifting of registered office;

   • A declaration given by the key managerial personnel or any two directors authorised by the board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;

   • Acknowledged copy of intimation to the chief secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.

8. The regional director shall communicate its confirmation within 30 days from the date of receipt of application, if no objections is received by the regional director

9. File e form inc-28 with the certified copy of the confirmation order from the regional director within 60 days from the date of confirmation.

10. The registrar shall certify the registration, and the certificate issued by the registrar shall be the conclusive evidence that all the requirements under this act have been complied with.

11. The company shall file the notice of change in the registered office within 30 days of such change in e form inc-22.

After the new certificate is received the following needs to be done

• Make alteration in the moa with respect to the state in every copy of memorandum

• Each stationery, banner, signboard, bills, invoice etc. Should show the new address & necessary advice should be sent to shareholders, debenture holders, & other concerned parties.

• Necessary changes are required to be made in pan, tan, gst, profession tax, esi, pf, etc. & inform to all the government departments, banks, customers & others wherever required.

Maintenance Of Minutes Books & Statutory Registers :

1. Every company incorporated under companies act, 2013, or other previous laws relation to companies are statutorily required to maintain certain registers and records. These are to be kept up to date at the registered office of the company under the safe custody of the concerned person for such period as may be prescribed. Records can be maintained in two forms: