PROCEDURE FOR CHANGE OF Registered office from one state to another as per Companies Act, 2013

CS DIVYANSHU SAHNI UPDATE- PROCEDURE FOR CHANGE OF Registered office from one state to another as per Companies Act, 2013

Stepwise procedure for shifting of registered office from one state to another state

1 .     Send Board Meeting notice at least seven days before the date of Board Meeting for :

1.     Shifting of Registered office form one state to another state.

2.     Approval of Notice for Calling of Extra ordinary General Meeting (EGM) for passing special resolution for shifting of registered office.

3.     Authorization to Director/ Company Secretary to sign the documents.

4.     Engagement of Company Secretary to represent the company before Regional Director.

2.     In Case of Listed Company, at least seven days before of the Board Meeting, publish notice of the board meeting in the newspaper. Simultaneously, send the copies of said publication to the Stock exchanges.

3.     Hold the Board Meeting and approve the :

1.     Resolution Shifting of Registered office from one state to another state.

2.     Notice for Calling of EGM for passing special resolution for shifting of registered office.

3.     Authorization to Director/ Company Secretary to sign the documents.

4.     Engagement of Company Secretary to represent the company before Regional Director.

4.     Intimate the Stock Exchanges about passing of resolution in the board meeting.

5.     Send Notice of the EGM to at least 21 days clear days before the members of the company. Simultaneously, send the copies of said notice to the Stock exchanges.

6.     Publish the notice of EGM in news paper and send the copy of such publication to the stock exchanges.

7.     Hold EGM of the company and pass the special resolution for shifting of registered office from one state to another state and authorize Director/ Company Secretary to sign/ file/ deal with department.

8.     Intimate the conclusion of the EGM to the stock exchanges.

9.     File eform MGT-14 with ROC for registering special resolution passed in the EGM.

10. Prepare the application for shifting of registered office to be filed to Regional Director. Submit the copy of the said application with Chief Secretary with the respective state.

11. File eform INC 23 and attached the following documents :

1.     a copy of the memorandum and articles of association;

2.     a copy of the notice convening the general meeting along with relevant Explanatory Statement;

3.     a copy of the special resolution sanctioning the alteration by the members of the company;

4.     a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;

5.     an affidavit verifying the application;

6.     the list of creditors and debenture holders and their respective amount. Bifurcation of Secured and unsecured creditors should be mentioned. List of Creditors be as per latest practicable date but shall not be one month later than the filling of application to Regional director.

7.     an affidavit verifying the list of creditors;

8.     Latest Audited Balancesheet along with Auditors report and annexures.

9.     Copy of board resolution /Power of Attorney/ Vakalatnama authorizing to represent the company before Regional Director.

12. Simultaneously, file the above said documents in original to the Regional Director office.

13. On filing of eform, Regional Director shall intimate the date of hearing.

14. Company shall The company shall at least fourteen days before the date of hearing :

1.     advertise the application in the Form No.INC.26 in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district;

2.     serve, by registered post with acknowledgement due, individual notice(s), to the effect set out in clause (a) on each debenture-holder and creditor of the company; and

3.     serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.

15. Attend the hearing before the Regional Director.

16. After being satisfied, Regional Director may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.

17. File the Certified copy of Order in INC 28 with in 30 days of its receipt.

18. File INC 22 with ROC.

19. Intimate the Stock Exchanges and other government department about such change.

      Regards

     CS DIVYANSHU SAHNI

      MOB: 9871027426

       Email id: divyanshu.sahni@yahoo.in