Author: CS. Sangeeta Panchal & CS. Sandhya Nair
Application to the Regional Director for approval to shift the Registered Office from one state to another state or from jurisdiction of one Registrar to another Registrar within the same State.
Applicable Provisions
Regulation 30 & 46(3) of the SEBI (LODR) Regulations, 2015
Regulation 44 of the SEBI (LODR) Regulations, 2015
Section 12 (2) & 12 (4) of the Companies Act, 2013 and rule 25 & 27 of the Companies (Incorporation) Rules, 2014.
PROCEDURE:
1. Convene a Meeting of Board of Directors [As per section 173 & SS-1]
Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. (A shorter notice can be issued in case of urgent business) Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
Agenda for Board Meeting:
a. To consider the proposal of shifting of Registered Office of the Company from the jurisdiction of one ROC to another within same state, subject to the approval of shareholders in the General Meeting or through Postal Ballot.
b. To alter Memorandum of Association (MOA) consequently.
c. To authorize a CS or CFO or Director to file an application to Regional Director for taking approval for shifting the Registered office.
d. To authorize a CS to appear before the Regional Director and execute a Memorandum of Appearance.
e. To fix day, date, time and venue for holding General Meeting of the Company.
f. To approve the draft notice of General Meeting or Postal Ballot along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013.
g. To authorize the Director or Company Secretary to sign and issue notice of the General Meeting or Postal ballot and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision.
Notes:
Listed Company shall submit the disclosure of Board Meeting within 24 hours from the conclusion of the Board Meeting and post the same on the website of the Company within 2 working days. [Regulation 30 & 46(3) of the SEBI (LODR) Regulations, 2015]
Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments.
2. Obtain Shareholders’ Approval
Ø By Convening a General Meeting, OR
Ø B. By Passing a Resolution by Postal Ballot.
Convene General Meeting [Section 96, 100 and SS-2]
Notice of General Meeting shall be given at least clear 21 days before the actual date of a General Meeting in writing, by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means Section 101.
Notice will be sent to all the Directors, Members, Auditors of Company, Secretarial Auditor, Debenture Trustees and to others who are entitled to receive the notice of the General Meeting.
Notice shall specify the day, date, time and full address of the venue of the Meeting and contain a statement on the business to be transacted at the Meeting.
Hold the General Meeting on fixed day and pass Special Resolution
a. Change in the Registered Office of the Company from the Jurisdiction of one ROC to another within same State
b. Changes in the Memorandum of Association (MOA).
Listed Companies shall disclose the proceedings of General Meeting to the Stock Exchange within 24 hours from the conclusion of General Meeting and same shall be posted on the website of the company within 2 working days. [Regulation 30 and 46(3) of the SEBI (LODR) Regulations, 2015]
Listed Companies shall submit to the stock exchange the details of the voting results within two working days from the conclusion of the meeting and post the same on the website of the Company. [Regulation 44 of the SEBI (LODR) Regulations, 2015]
Prepare the minutes of General Meeting, get them signed and compile accordingly.
3. File Form MGT-14 with ROC:
File Form MGT-14 with the ROC within 30 days of passing Special Resolution in General Meeting along with fee as specified in the Companies (Registration offices and fees) Rules, 2014 and with the following attachments:
a. Certified True Copies of the Special Resolution passed along with Explanatory Statement.
b. Copy of the Notice of meeting sent to members along with all the annexure
c. Shorter Notice Consent Letters from the members in case the General Meeting was convened at shorter notice.
d. A printed copy of the Altered Memorandum of Association and Article of Association
e. Copy of Attendance Sheet of General Meeting
f. Any other attachment as may be applicable.
4. Issue public notice as per format Form 26
Company shall at least 14 days before filing application, Advertise application in 1 vernacular & 1 in English Language.
Note:
Though this is not mandatory requirement as per act and rules for shifting the Registered office from ROC to other ROC within the State, however, it is mandatory requirement for E-from 23, hence has be complied with.
5. Issue letter to Chief Secretary of State along with following Supporting:
Within 2 Days from the date of Signing of Petition and arrangement of all attachments duly stamped and notarized
1) Certificate of Incorporation
2) MOA and AOA
3) Copy of Special resolution and along with MGT 14
4) Copy of Notice convening EGM with explanatory statement.
5) Copy of minutes of EGM
6) List of creditors (Secured & Unsecured) with duly Notarized Affidavit verifying list of creditors (Stamp Paper of the state where he is signing)
7) Duly Notarized Affidavit verifying the retrenchment of employees (Stamp Paper of the state where he is signing)
8) Copy Audited Annual Report.
9) Petition & Duly Notarized Affidavit verifying Petition (Stamp Paper of the state where he is signing)
10) Duly Notarized Affidavit verifying the Publication and Newspaper Cutting and Dispatch of Notice (Stamp Paper of the state where he is signing)
11) List of Directors and Shareholders.
12) Memorandum of Appearance along with Board Resolution.
6. Filing of Form GNL-1 for intimation to ROC with following documents:
1. Petition.
2.Affidavit Verifying the Petition
3.Affidavit Verifying the Publication and Newspaper Cutting
4.Affidavit Verifying the List of Creditors
5.Newspaper Cutting
6.List of Creditors
7. Letter to ROC.
In addition to the attachment 1 to 12 mentioned:
a. Documentary evidence of Petition filed with ROC.
b. Documentary evidence as to service of notice and copy of petition to Chief Secretary of Maharashtra.
8. File Form INC-23 with the Regional Director for approval/confirmation:
An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one ROC to another shall be filed by the company with the Regional Director in Form lNC.23 along with the fee and following documents:
1. Copy of MOA & AOA (certified by Directors)
2. Copy of notice of EGM with Expl. Statement.
3 Special Resolution of the members of the company approving the shifting of Registered Office
4. Shorter Notice Consent, if any
5. Copy of Minutes of EGM giving details of number of votes cast in favour or against the resolution.
6. Declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof
7. Petition (Court fees Stamp) & Affidavit verifying Petition
8. List of creditors (Secured & Unsecured) with Affidavit verifying list of creditors entitled to object
9. Document relating to payment of application fees (Refer Annexure A below)
10.Affidavit verifying the Publication and Newspaper Cutting
11.Board Resolution for shifting of Registered Office
12. CA Certificate- Certifying list of Creditors
13. Acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees’ interest is not adversely affected consequent to proposed shifting.
14.Affidavit No retrenchment
17.Memorandum of Appearance with Board Resolution
15. Declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending
9. File Form INC-28 with ROC:
On receipt of application, Regional Director may give the confirmation within 30 days from the date of receipt of application. And once the Company receives the Confirmation Order, the same shall be filed with ROC within 60 days of the confirmation in Form INC-28.
10. File Form INC-22 with ROC:
Within 30 days of approval, file notice of change of situation of the registered office and verification thereof in E-Form INC-22 with the Registrar along with the prescribed fee as per Companies [(Registration Offices & Fee) Rules 2014 along with following documents.
a. Certified true copy of Special Resolution with Explanatory Statement
b. Copy of order of Regional Director
c. Copy of Altered Memorandum of Association
d. Registered document of the title of the premises in the name of the company OR Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than 1 month.
e. Authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization to use the premises as registered office OR NOC from director, if registered office is owned by the Director and not taken on lease by the Company
f. Copy of utility service bill like telephone, gas, electricity, etc. depicting the address of the registered office, not older than 2 months
g. The list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address.
11. Issue of Certificate from ROC
ROC shall register and certify the registration within a period of 30 days from the date of filing of such confirmation. The Certificate shall be conclusive evidence that all the requirements of this Act with respect to change of registered office have been complied with and the change shall take effect from the date of the certificate.
12. Intimation to the Stock Exchanges [Regulation 30 and 46(3) of the SEBI (LODR) Regulation, 2015
Every Listed Company shall inform the Stock Exchange (where the securities are listed) about the effective date of change of Registered Office of the Company within 24 hours from the registration of notice by ROC and the same shall be posted on the website of the Company within 2 working days.
13. Compliances after Approval from ROC for Change of Registered Office
Company shall undertake the following actions after receiving approval from ROC
a. Company may optionally issue a general notice by way of an advertisement in newspaper(s) informing all members and other stakeholders, about the change of situation of the registered office of the Company.
b. Amend the address of Registered office of the Company on outside of every office, building etc. in which its business is carried on, in a conspicuous position and in legible letters. [Section 12(3)(a)]
c. Substitute the address printed on all business letters, letter heads, Billheads, Invoice Forms, Receipt Forms and all other official publications. [Section 12(3)(c)]
d. Update new address of registered office with all the Banks where Company is operating Bank Accounts.
e. File application with Income Tax Authority for updating the address of the Company in PAN and TAN.
f. Update the new address of the Company with the Basic Utility Service providers like electricity providers, Telephone Internet connections in the name of the Company etc.
g. Update new address of the Company with various govt. authorities like Central Excise Authorities, Customs Authorities, Sales Tax Authorities and Service tax Department etc.
h. Update the new address of the registered office with the NSDL, CDSL & RTA as applicable.
14. File Necessary Amendment Application under various Acts as applicable, including but not limited to:
a. Goods and Services Act
b. Shops & Establishment Act
c. Factories Act
d. Foreign Exchange Management Act
e. Inter-State Migrant Workmen Act
f. Private Security Agency Act
g. EPF
h. ESI
i. Other Labour Laws
j. Industry Specific Laws
Annexure A:
The below information is as applicable as of date and subject to change as may be revised by MCA from time to time.
