Company owners may find it difficult and exhausting to move a registered office from one state to another after one has established his or her business. Changing the ROC is the first necessary step when moving the registered office from one state to another. Except like Delhi and Haryana, where both states share the same company registrar. Here we are going to talk about the stepwise procedure of Shifting a Registered Office from one state to another in detail. To make it easier, let’s start with “What is a Registered Office?”.
A company’s registered office is its primary office, where all communication from government entities regarding the company is sent. Businesses must have an official RO from the start of business or within 30 days of incorporation. According to India’s Companies Amendment Act of 2017, each firm is permitted by law to operate out of multiple trading addresses, but only one Registered Office.
Mandatory Requirements for Moving a Registered Company Office from one state to another.
Step 1 – Send a Board Meeting Intimation
All Directors must receive notice of the board meeting 7 days before the meeting date, the invitation must be sent. It must also have a detailed agenda and meeting notes.
Step 2 – Conducting a Board Meeting with an agenda
Organize a board meeting according to the Companies Act 2013. The following agenda and discussions are required for the board meeting:
Additionally, the business has 24-hour deadline after the board meeting to submit the disclosure of the conclusion. It must also be published on the business’ website within 2 working days.
Step 3 – Request shareholders approval
All of the shareholders can give their consent to the company by:
The corporation has 24 hours to submit the meeting’s proceedings to SEBI (Securities and Exchange Board of India) after the meeting. Post the same within 2 working days on the company’s website as well. The company is required to provide the SEBI with information on the voting results and make them available on the website within two working days after the meeting’s conclusion.
Step 4 – Filing of Form MGT-14
After the Special Resolution has been passed, the MGT-14 Form and the required government fees must be submitted to the Registrar of Companies.
Documents Required for Form MGT 14:
Step 5 – Publish the advertisement in E-Form INC 26
The business is required to place an ad in E-Form INC-26 in two newspapers:
A copy of this advertisement must also be submitted to:
Step 6 – Prepare the List of Creditors and Debenture Holders
For the transfer of the registered office from one state to another, a list of all the creditors and debenture holders of the company is required.
The list of all creditors and debenture holders must include the following information:
Step 7 – Submit the Application to the ROC
After finishing the above-mentioned formalities, you must submit the application for shifting the address of your registered office from one state to another to the Registrar of the Companies along with all the required documents. You must also submit this application to the Chief Secretary of the state and union territory.
Required Documents for Submitting the Application for shifting the Registered Office
The company secretary or two directors must make a declaration (one of them should be the managing director)
The applicant must complete an E form INC-28 with the registrar for the order registration passed by the Regional Director within 30 days after receiving a certified copy of the order confirming the change of registered office.
The notice of change of registered office must be sent in E Form INC-22 within 15 days after the confirmation of the new registered office, along with the applicable fees and the supporting documentation listed below:-
Shifting the registered office under the Companies Act of 2013, is rather a stretched and time-consuming process because it requires the involvement of the company, and government, with a lengthy documentation process that must be completed before the change in registered office. To move the registered office from one state to another and change the company’s MOA, a Special Resolution must be approved by the company at the EGM. Form MGT-14 must be submitted to the ROC within thirty days of the Special Resolution’s approval, which will change the registered office and the MOA.
LUT Renewal FY 2025-26: GST Exporter's Checklist Introduction If you're an exporter in India, you need to submit a Letter…
Cross-Border Compliance: Global Business Regulations Introduction Taking your business international can open exciting opportunities. But with that growth comes the…
Penalties from Non-Compliance in OPC Annual Filing Introduction An One Person Company (OPC) is a type of business in India…
Comply with FDI Norms During Registration Introduction If you're planning to register a business in India with foreign investment, it's…
USA-Registered LLC Penalties Despite No Activity Introduction Just because your US LLC hasn’t started doing business doesn’t mean you can…
Legal Steps for Indian Innovators Introduction Starting something new and innovative in India is exciting, but it also means you…
Leave a Comment