Relocating a company's registered office from one state to another involves meticulous steps to ensure compliance with legal requirements. This comprehensive procedure ensures the relevant authorities recognise and approve the move.
Board Meeting
Convene a Board of Directors meeting to pass resolutions for shifting the registered office to another state and altering the Memorandum of Association (MOA).
Authorise officials to file a petition with the Regional Director for newspaper publication.
Appoint an Authorized Representative to appear before the Regional Director.
Approve and authorise the dispatch of the General Meeting notice.
General Meeting Notice
Notices of the General Meeting should be sent to shareholders, directors, and auditors by post, courier, or email.
General Meeting
Hold a general meeting to pass special resolutions for shifting the registered office and altering the MOA.
Finalisation of Creditors and Debenture Holders List
Compile lists of secured and unsecured creditors and debenture holders, including amounts due, not older than one month from the application date, accompanied by a declaration signed by the Company Secretary and at least two Directors.
Notice to Creditors and Debenture Holders
Dispatch individual notices to creditors and debenture holders seeking no objection certificates, sent at least fourteen days before the hearing date.
Newspaper Advertisement
Publish notices regarding the office shift in both an English and a vernacular newspaper in the district of the existing office, as per form INC-26, at least fourteen days before the hearing.
Notice to Regulatory Bodies
Send copies of the application to the ROC of the existing state, relevant regulatory bodies, the Securities and Exchange Board of India (for listed companies), and the Chief Secretary of the existing state.
Application to Regional Director (Form INC-23)
Submit an application to the Regional Director with many documents, including the altered MOA, minutes of the General Meeting, board resolutions, affidavits, list of creditors and debenture holders, newspaper advertisements, and no objection certificates from creditors, if any.
Order by Regional Director
The Regional Director may pass an order without a hearing if no objections are received within fifteen days or hold a hearing and pass an order within sixty days if there are objections.
E-Filing of Form MGT-14 and Form INC -22
File form MGT-14 with the ROC within thirty days of passing the special resolutions, including the altered MOA and General Meeting details.
Submit the application to the Regional Director in form INC-23, and file a copy of this application with the ROC in form GNL-1.
File the Regional Director's order in form INC-28 within thirty days of receipt.
Submit form INC-22 within fifteen days of receiving the order, with details of the new registered office and the order from the Regional Director.
Intimation of Change
Inform various government, non-government, and local authorities about the change in the registered office.
Update Company Records
After ROC approval, update the company's address on all records, including letterheads, banners, and signboards.