Don’t Get Stuck! A Smooth Move for Your Company’s Registered Office
Procedure for Shifting of Registered Office
Call and Hold a Board Meeting
- Consider Proposal: Discuss the proposal for shifting the registered office.
- Schedule General Meeting: Fix the date, time, and place for the General Meeting.
- Approve Notice: Approve the notice for the Extraordinary General Meeting (EGM) and the calling of the General Meeting.
- Authorize Applications: Authorize the Company Secretary (CS) or Director to apply to the Regional Director (RD) to alter Clause II of the Memorandum of Association (MOA) within whose jurisdiction the current registered office is situated.
- Authorize Compliance: Authorize the Director and Secretary to ensure that creditors and debenture holders are informed or that provisions are made for their debts/security as per Section 13(5).
Send Notice of General Meeting
- Send notice to all members along with:
- Explanatory Statement (Section-102)
- Proxy Form
- Route Map
- Attendance Slip
Hold General Meeting
- Pass Special Resolution: Approve the shifting subject to the approval of the RD.
Prepare Minutes
- Document the minutes of the Extraordinary General Meeting.
File with ROC
- Post-Approval Filing: After member approval, file:
- Certified copy of the special resolution
- Explanatory statement
- Altered MOA
- Form MGT-14 (within 30 days)
Attachments for MGT-14:
- Copy of Special Resolution(s) and explanatory statement
- Altered MOA
- Minutes of EGM
Publish Notice in Newspaper
- Form INC.26: Publish a notice at least once in a vernacular newspaper and once in an English newspaper in the district of the registered office.
Prepare List of Creditors and Debenture Holders
- File List: List verified by affidavit and statutory auditor, not older than one month.
- Include Details:
- Names and addresses
- Nature and amounts of debts, claims, or liabilities
Affidavit Requirements:
- Signed by the Company Secretary and at least two directors, including the Managing Director if applicable.
- Certify correctness and completeness of the creditor list.
Prepare List of Employees
- Affidavit: Directors must declare no employee retrenchment due to the office shift.
Prepare Application for Shifting
- Compile necessary documents for application.
Application to Regional Director
- Prepare Application: Include all relevant annexures.
Notify Registrar and Chief Secretary
- Send Copies: Provide the application and annexures to the Registrar and Chief Secretary of the current registered office location.
Filing with Central Government
Form INC-23: File for approval with:
- MOA and Articles of Association
- Board Resolutions
- Notice and explanatory statement
- Special Resolution and minutes
- Various affidavits and lists
- Newspaper advertisements
- Verification of non-retrenchment
- Memorandum of appearance
- Other supporting documents
Regional Director Hearing
- Representation: Attend the hearing represented by company officials or professionals.
Power to Inspect
- Creditor List Inspection: Keep an authenticated copy at the registered office for inspection.
Handle Objections
- Objections: Serve any received objections to the Central Government before the hearing.
No Objections
- Approval: If no objections, RD will confirm the office change.
Regional Director Order
- Confirm Alteration: RD will issue an order confirming the shift.
Obtain Certified Copies
- File e-form INC-28: File with ROC within 30 days with RD’s confirmation.
- File e-form INC-22: File within 15 days of RD confirmation with:
- Title documents or lease/rent agreements
- Owner’s authorization and proof of occupancy
- Utility bills and NOC from the owner
Post-Certificate Steps:
- Update MOA and all official documents with the new address.
- Inform shareholders, debenture holders, and relevant parties.
- Make necessary changes in letterheads, records, and government filings.
Tail Piece: Shifting not allowed if any inquiry, inspection, or prosecution is pending against the company under the Act.
Proof of Registered Office:
- Conveyance, Lease Deed, or Rent Agreement with recent receipt
- Utility Bill (not older than two months)
Verification of Registered Office:
- Title document in company’s name
- Authorization and proof of ownership if not in company’s name
- Notarized lease or rent agreements with recent rent receipt
