What is Shifting of Registered Office From One State to Another?

As and when the company wants to change its registered office, it needs to inform the MCA of this change and also needs to get permission from the registrar of companies. Please note that change or addition in place of business does not necessarily mean a change in registered office address.

A company can have multiple offices within a country, but they should have only 1 registered office. This service is about changing the registered office address from one state to another.

Process of Shifting of Registered Office From State to Another

Step 1: Share Documents and Requirements

Share your requirements and the list of documents mentioned below.

Step 2: Call a board meeting to approve the following resolutions:

• Move the company’s registered office to a different state.
• Modify Clause II of the Memorandum of Association (MOA).
• Set the date, time, and location of the general meeting so that shareholders may approve both of the above agenda items.

Step 3: Conduct the extraordinary general meeting

call an extraordinary general meeting. Following the adoption of the two agenda items—the change to the office and the amendment to Clause II of the MOA as special resolutions—file E-form MGT-14 with the Registrar of Companies (RoC) within 30 days following the general meeting.

Step 4: Prepare a List of Creditors and Debenture Holders

Make a current List of Creditors and Debenture Holders (INC-23), if any, no later than one month before the application date. The list includes the following details:

1. The identities and addresses of all the company’s creditors and debenture holders.
2. The types of debts, claims, and liabilities owed to them, together with the corresponding sums owed:

The list should be properly validated through an affidavit and validated by the company’s Statutory Auditors. Additionally, the List will always be available for viewing at the Registered Office.

Step 5: Publish a notice in Form No. INC.26

Publicize a notice in Form No.INC.26 in the primary vernacular newspaper of the district where the company’s registered office is located, as well as one in English in an English newspaper (with broad circulation) in the state where the company’s registered office is located. As soon as the advertisement is published, a copy must be sent by official mail with an acknowledgment to the Central Government (currently the RD office) and other parties.

Step 6: Filing application with ROC

The following papers and attachments must be submitted with the application/petition to the ROC in e-form GNL-1:

• The comprehensive application/petition, which needs to be serially numbered
• Evidence that the application was served to the Chief Secretary.

Step 7: File E-form INC-23

File E-form INC-23 to R.D. within one month of receiving the creditors’ list.

Step 8: Submit the hard copy of the application

Submit a hard copy of the application or petition, together with all supporting documentation, to the concerned regional director’s office. File INC-23 together with the challan.

Step 9: File E-Form INC-28

Within 30 days of receiving a certified copy of the order, file the order in E-form INC-28 with the RoC for registration per Section 13(4) read in conjunction with Rule 31 of the Companies (Incorporation) Rules, 2014 of the Companies Act, 2013.

Step 10: File E-form INC-22

Within 30 days of the new location being approved, submit E-form INC-22 to notify the company of the change in its registered office arrangements.

Documents Required for Shifting a Registered Office from One State to Another

• Proof of Registered Office Address i.e. Sale Deed, Lease deed, rent Agreement etc.
• Copy of Utility Bill not older than 2 months; > Altered MOA
• A certified true copy of the order of RD
• Cost of payment receipt of the penalty imposed by RD in its order
• A certified true copy of the Special resolution
• NOC from the Owner of the premises;
• List of all companies having the same registered office address, if any
• Copy of Memorandum of Association
• Certified True copy of Special Resolution sanctioning alteration
• Copy of minutes of the General Meeting at which the resolution authorizing alteration was passed
• Power of attorney/vakalatnama/Board resolution
• Affidavit verifying no-retrenchment of Employees
• Copy of Newspaper Advertisements
• Proof of service of the application along with the authenticated copies of notices inviting objections sent to authorities mentioned in Step No. 4
• List of Creditors and Debenture Holders along with Auditor’s certificate
• NOC from Creditors/ debenture holders or copy of objections received
• Certified True copy of Notice of General Meeting with Explanatory Statement
• Proof of service of the Notice inviting objections sent to Creditors and Debenture Holders
• Certificate of Incorporation
• List of Shareholders and List of Directors
• Petitions
• Affidavit from Directors
• Affidavit verifying the application
• Affidavit verifying the dispatch of notices</li class=”col-sm-6″>
• Affidavit that neither any inquiry, inspection, or investigation initiated against the Company nor any prosecution is pending against the company
• Affidavit verifying the list of creditors and debenture holders and affairs of the Company
• Affidavit cum undertaking from the directors to meet future debts, liabilities, etc.
• Affidavit verifying Compliances under the Companies Act, 2013
• Affidavit verifying publication
• Auditors Certificate verifying the list of creditors;
• Form MGT-14 along with paid challan.
• Other attachments as prescribed in the e-form help kit.

Key Deliverables

• Resolution and other relevant documents relating to shifting of RO
• Filed e-Forms and Challans

• Updated RO details of the Company in the MCA Portal