A Guide on Shifting a Registered Office Between States

Introduction

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?”.

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.

• Within 30 days of company registration online, a company must have a registered office.
• To move a registered office from one state to another, an organization must receive Central Government approval.
• A special resolution needs to be approved by postal ballot if the firm has more than 200 members.
• There cannot be any inquiries, inspections, or investigations against the current company office. Additionally, there should not be an active legal case against the company.

Steps to move a Registered 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:

1. In order to move the registered office from one state to another, the board resolution and the proposal must be considered and approved by the board members.
2. Changing the Memorandum of Association (MoA) accordingly.
3. To set and approve a special general meeting’s date, time, and location.
4. Give the CS or Director permission to submit an application to the Regional Director (Central Government) for the purpose of amending Clause II of the Memorandum of Association (MOA) in the country where the company’s registered office is situated (at the time of the modification).
5. To designate a director or company secretary to be in charge of sending out and signing notices for general meetings, postal ballots, and other similar documents, as well as everything else that is necessary to support for putting up the boar’s decisions into effect.
6. To approve the special resolution and send the minutes of the conclusion of 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:

• Organizing a general assembly.
• Resolution acceptance via postal ballet.
• • At least 21 days before the scheduled meeting, the corporation must inform shareholders of the general meeting.
  • Directors, members, company auditors, secretarial auditors, debenture, trustees, and anyone else who needs to receive the notification must be given notice of the general meeting.
  • Along with the explanation, the notification must include the meeting’s day, date, time, and location.
  • Approve the special resolution for changing the MoA and moving the registered office from one state to another.

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:

• Original copies of the Special Resolution with a justification note.
• A copy of the notice of intimation and its annexures delivered to the directors
• Letter of approval for an urgent meeting. (in the case that the general assembly was called with short notice)
• MoA (Memorandum of Association) and AoA copies (Article of Association).
• A copy of the general meeting’s attendance list.

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:

• In the local newspaper published in the local language.
• English newspapers have a significant readership in the state where the registered office is located.

A copy of this advertisement must also be submitted to:

• Regional Director
• Holders of debenture holders
• Creditors
• ROC (Registrar of Companies)
• SEBI (in case of a listed company)
• Additional Regulatory Authority (if company regulated by a special law)

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.

• A proper affidavit should be used to verify the list.
• The company’s statutory auditor should confirm it.
• Should not be more than a month old after the petition is filed.
• It must be submitted with the request to change the registered office.

The list of all creditors and debenture holders must include the following information:

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

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

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

The company secretary or two directors must make a declaration (one of them should be the managing director)

• Recognition of Service to CS or ROC of the State
• A copy of the issues and the responses (if any)
• An order issued by the regional director

Filling up Forms INC-22 and INC-28

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:-

• Document confirming the location of the registered office.
• Lease/Rental Agreement with a Notarized Rent Receipt in the Name of the Company.(not older than one month)
• NOC from owner is required to use the premises as the registered office.
• Utility Statement for the Property. (not older than 2 months)

Conclusion

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.