Shifting of Registered Ofiice

Meaning

The registered office clause of the Memorandum of Association explains the state and jurisdiction in which the registered office of the company is situated. Here complete address is not mentioned.

According to Section 7 of the Companies Act, 2013, the address of correspondence till its registered office is established is to be provided to the respected registrar. As per section 12(1) of Companies Act, 2013, A company shall on and from fifteenth day of its incorporation and at all the times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may addressed to it.

Documentation formality and form

Form INC-22 is to be filled with the registrar acknowledging the following:-

• Address of registered office of the company
• Regarding ownership of the company
• Address of police station under whose jurisdiction, registered office is situated
• Proof of registered office
• Utility bill (not older than 2 months)
• Any other

Shifting of Registered Office from one state to another State

A company by passing special resolution can alter the Situation Clause (Registered office clause) of the Memorandum Of Association so as to change the registered office of the company from one state to another. It requires confirmation of the Central Government.

• Procedure (In case of unlisted companies)
  • Board Meeting
  • General meeting
  • File Form MGT-14
  • Petition to Central government Form INC-23
  • Advertisement at least 14 days before hearing
  • No objection
  • Confirmation of alteration by Central government
  • File Form INC-28
• Documentation compliances
  • Altered MOA
  • Special resolution to be passed by company for alteration of MOA
  • Copy of altered MOA and AOA
  • Copy of notice convening general meeting and explanatory statement.
  • Copy of special resolution sanctioning the alteration by the members of the company
  • Copy of minutes of the general meeting at which the resolution was passed, giving details of the number of votes cast in favour or against the resolution.
  • Affidavit verifying the application
  • List of creditors and debenture holders entitled to object to the application
  • Affidavit verifying the list of creditors
  • Evidence for payment of application fee
  • Copy of Board Resolution or Power of Attorney or vakalatnama, as the case may be.
  • Affidavits from directors that no employee shall be retrenched due to shifting. 

*Here the name and address of every creditor and debenture holder is required along with the nature and respective amount due to them in respect of debts, claims or liabilities. It should be of the date preceding the date of filing of application by not more than one month.

*Where an alteration of the memorandum results in the transfer of the registered office of a company from one state to another, a certified copy of the order of the Central government approving the alteration shall be filed in Form INC-28 along with the fee by the company within 30 days and the Registrar of the state where the registered office is being shifted to, shall issue a fresh certificate of incorporation indicating the alteration.

This is just for your reference. It does not constitute our professional advice or recommendation.

CS Kanika Lohiya

[email protected]

C/o CA Akash Phophalia

Office No 3

Second Floor

Amrit Kalash

Residency Road

Near Bombay Motor Circle

Jodhpur – 342001

Rajasthan