About Registered Office Change Procedure in India

After establishing their business, company owners might find it challenging and exhausting to move the registered office change procedure from one state into another. When moving a registered office from one state into another, the first step is to change the ROC. Except in Delhi and Haryana, which share the same company registry.

We will now discuss in detail the steps involved in shifting a registered office from one state into another. Let's begin by explaining what a Registered Office is.

What's a registered office?

The registered office of a company is the primary address where all communications from government agencies regarding it are sent.

A business must have an official RO within 30 days of incorporation or at the beginning of its business.

India's Companies Amendment Act of 2017 allows each company to operate from multiple trading addresses but only one Registered Office.

Mandatory for Registered Office Change Procedure in India

• A company must have a registered address within 30 days after it has registered online.
• An organization must obtain approval from the Central Government before it can move a registered office between states.
• If the firm has more 200 members, a special resolution must be approved by postal ballot.
• The current company office cannot be the subject of inquiries, inspections or investigations. There should be no active legal case against this company.

Step by Step Registered Office Change Procedure in India

Here you will get to know about the steps of change of registered office from one state to another are as follows:

Step 1: Send a Board Meeting Invitation

The invitation must be sent to all directors 7 days prior to the meeting. It should also include a detailed agenda, meeting notes, and meeting minutes.

Step 2: Conducting a Board meeting with an agenda

Organize a board meeting in accordance with the Companies Act 2013. For the board meeting, you will need to prepare the following agenda and discuss:

The board must approve the proposal and the resolution before starting of registered office change procedure the registered office can be moved from one state to the next.

Modifying the Memorandum of Association in accordance with this.

To approve and set a special general assembly's time, date, and place.

The CS or Director must be granted permission to submit a request to the Regional Director (Central Government), in order to amend Clause II of Memorandum of Association (MOA), in the country where the company's registered address is located (at the time of modification).

Designate a director/company secretary to send out and sign notices for general meetings, ballots and other similar documents. Also, to do everything necessary to support the implementation of the board’s decision for registered office change procedure.

To approve the special resolution, and to send the minutes of the Board Meeting.

The business must submit the disclosure within 24 hours of the meeting. It must be posted on the company's website within two working days.

Step 3: Request shareholder approval

Each shareholder can consent to the creation of the company by:

• Organizing a general assembly.
• Acceptance of resolution via postal ballet
• The corporation must notify shareholders at least 21 days prior to the meeting.
• The general meeting must notify directors, members, secretarial auditors and secretarial auditors of company, trustees, and debenture holders, all who need to be notified.
• The notification must also include an explanation.
• Approve the special resolution to change the MoA and go ahead for registered office change procedure.

After the meeting, the corporation has 24 hours to submit proceedings to SEBI (Securities and Exchange Board of India). The company must also post the results within two working days. The SEBI requires that the company provides information about the voting results to the SEBI and makes them available on its website within two days of the conclusion of the meeting.

Step 4: Filing Form MGT-14

Once the Special Resolution is passed, the MGT-14 form and any required government fees should be submitted to Registrar of Companies.

Documents required for Form MGT14 for registered office change procedure:

• Original copies of Special Resolution with justification note.
• Directors received a copy of the notice and its annexes
• Let me know if you are able to approve an urgent meeting. (in the event that the general assembly was called on short notice)
• MoA (Memorandum Of Association) and AoA copies. (Article Of Association).
• A copy of the attendance list for the general meeting.

Step 5: Publish the advertisement on E-Form INC 26

For further steps of registered office change procedure, A business must place an advertisement in E-Form INC 26 in at least two newspapers.

• The local newspaper is published in the local language.
• English newspapers are popular in the state where they are registered.

You must also submit a copy of this advertisement to:

• Regional Director
• Holders of debenture
• Creditors
• ROC (Registrar of Companies).
• SEBI (in the case of a listed firm)
• Additional Regulatory Authority (if the company is regulated under a special law).

Step 6: Prepare the List of Creditors & Debenture Holders

A list of creditors and debenture holders is needed for the registered office change procedure.

• To verify the list, a proper affidavit must be used.
• It should be confirmed by the company's statutory auditor.
• Should not exceed a month after the filing of the petition.
• This must be included with the request for a change of registered office.

This information must be included in the list of creditors and holders of debentures:

• Name
• Address
• Debts, claims, liabilities, their types, and amounts

Step 7 – Submit the Application at the ROC

After completing the above-mentioned formalities, you will need to submit the application to shift the registered office address from one state to the other to the Registrar for the Companies with all required documents. This application must be submitted to the Chief Secretary for the state or union territory.

Requirements Documents to Submit the Application for registered office change procedure are as follows:

• Copy of the Modified MoA
• A copy of the minutes from the special general meeting
• Council Judgment (copy).
• Copy of Power of Attorney
• Advertisement in the newspaper (copy).
• List of Creditors and Debentures for the Company

A declaration must be made by the company secretary and two directors (one should be the managing Director).

• Recognizance of Service to CS and ROC of the State
• A copy of the issues as well as the responses (if applicable)
• A regional director issues an order

Filling Up Forms INC-22 and Inc-28

After receiving a certified copy confirming the registered office change procedure, the applicant must fill out an E Form INC-28 at the Regional Director to register the order registration.

You must send the notice of change in registered office using E Form INC-22 within 15 calendar days of confirmation of new registered office. Also, include the applicable fees and supporting documentation as listed below.

• Document attesting the address of the registered office.
• Lease/Rental Agreement with Notarized Rent Receipt in Company Name (no older than 1 month)
• To use the registered office premises, you must obtain a NOC from the owner.
• Utility Statement for the Property (Not older than 2 months).

Conclusion

The Companies Act of 2013 requires that the company and the government be involved in the process of changing the registered office. There is a lengthy documentation process to complete before the change can take place.

The company must approve a Special Resolution at its EGM to move the registered office from one jurisdiction to another. The Special Resolution must be approved by the company at the EGM. This will allow the MOA and office to be changed through registered office change procedure.

Registered Office Change Procedure In India- Concise Information

STEPS		ACTION REQUIRED	TIME LIMIT	DOCUMENTS REQUIRED FOR REGISTERED OFFICE CHANGE PROCEDURE
1.	Hold BM Agendas a) shifting of reg. office b) change in MOA for approaching of registered office change procedure c)calling of shareholders meeting	Send notice of EGM to shareholders		1. Notice and Agenda of Board Meeting. 2. Attendance slip
2.	Hold EGM	File MGT-14 with ROC	Within 30 days from the date of EGM	1. Notice of EGM along with Explanatory Statement 2. Certified True Copy (CTC) of Special Resolution passed at the meeting 3.Consent of shareholders if meeting called at a shorter notice
3.	Advertisement of Application in one vernacular language and one English language newspaper in the state in which registered office is currently situated	Publish in both newspaper	Atleast 14 days before the date of hearing	Format of Advertisement given in INC-26
4.	Notice to ROC and Chief Secretary	One original set of document to be sent through registered post to ROC and Chief Secretary where registered office is situated currently	Within 1 month from the date of list of creditors and atleast 14 days before the date of hearing	1.CTC of BM 2.Notice of EGM along with Explanatory Statement 3.CTC of SR passed in EGM 4.Copy of shorter notice consent of shareholders for registered office change procedure. 5.Certified copy of MOA and AOA 6.Certified copy of minutes of EGM 7. List of creditors (containing name, address, nature and amount of debt, claims or liabilities) should not be older than one month from the date of filing of application. 8. List of shareholders (containing name, address, no. of shares, and %holding) should not be older than one month from the date of filing of application. 9.Notice to creditors (Notice shall serve to creditors atleast 14 days before the date of hearing) 10. NOC from creditors, if received till that date for registered office change procedure. 11.Petition 12.Affidavit verifying the petition 13.Affidavit verifying the list of creditors 14. Affidavit verifying non-retrenchment of employees 15. Affidavit proving dispatch, service and publication of notice. 16. Affidavit Verifying future liabilities towards statutory dues 17. Affidavit verifying No Enquiry Investigation is Pending 18. Affidavit in terms of Rule 30 19. Affidavit in terms of Section 13(5) 20. Original Clipping of newspaper advertisement. 21. Copy of latest audited financial statements. 22. List of Directors 23. Copy of MGT-14 along with MCA receipt 24.Memorandum of Appearance
5.	Application to RD Petition to be physically submitted with the RD in which registered office situated currently.	Before submission physically, file GNL-1 and INC-23 with ROC online	Within one month from the date of list of creditors	1. All annexure as in Step 4 2. Affidavit proving service of notice to Chief Secretary. 3. Copy of Acknowledgement of service of application with ROC. 4.Copy of Form INC-23 and GNL-1 along with their MCA receipts
6.	Filing of form INC-28	Filing of form INC-28 with ROC	Within 30 days from the date of receipt of certified true copy of RD order	1. CTC of RD order 2.Altered MOA mentioning the state in which registered office is required to be change
7.	Convening of BM to take RD order on record and effect registered office change procedure	File INC-22 with ROC	Within 15 days from the date of change	1.CTC of RD order 2.CTC of BM 3.Altered MOA 4. Proof of registered office address (electricity bill etc) 5. NOC if property is owned by any other entity. 6.List of Companies (specifying their CIN) having the same registered office
8.	For Listed Companies	Every Listed Company shall inform Stock Exchange (where the securities are listed) within 24 hours from the registration of notice by ROC and same shall be posted on the Company’s Website within 2 days of Change in Registered Office.
9.	After obtaining New Certificate from ROC	Make Alteration in MOA Each Stationery, Banner, signboard, bills, invoice etc., should show new address and necessary advice should be sent to shareholders, debenture holders, and other concerned parties. Necessary changes are required to be made in letter heads, books, records etc. Necessary changes to be made in PAN & TAN for registered office change procedure. Inform all Government departments banks, customers and other whenever required.

 

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