The steps involved in changing the registered office from one state to another state under the Companies Act, 2013

The Following steps are involved for changing the registered office from one state to another state:

1. Call for a board meeting to decide on the change in the domicile clause.

2. In the board meeting fix up the date, time, and place of the general meeting and approve the notices for this purpose, send the notices, hold the meeting and pass special resolutions.

3. After taking the approval of the members, file a certified copy of the special resolution along with the explanatory statement in MGT-14 with ROC.

4. Publish a general notice in at least one regional language newspaper and one English language newspaper circulated in the area in which registered office of the company is situated clearly stating the substance of the petition. (INC-26 Format)

5. Send individual notices to all creditors/debenture holders of the company.

6. After a gap of one month from the date of sending notices as above, file application with the Central Government (Regional Director) in an E-form INC-23 alongwith necessary attachments. The application has to be filed with the Regional Bench of the Central Government (Regional Director) at which the existing registered office is situated.

7. Serve a copy of the application on the ROC in E-Form GNL-2.

8. Serve a copy of the application in physical with ROC and RD.

9. Serve a copy of the notice along with an application to the Chief Secretary to the Government of the State where the registered office of the company is situated or to the Administrator/Lt. Governor of the Union Territory where the registered office is situated in the Union Territory.

10. A hearing may take place at the Central Government (Regional Director) office at which creditors, if any, and the representatives of the company are heard before making any order.

11. After receiving the Central Government order for shifting the registered office, the company is required to file certified copy of the order with the ROC alongwith Form No. INC-28 within one month of receipt of certified copy along with the printed copy of the memorandum of association.

12. File Form No. INC-22 with the ROC.

13. Necessary changes are required to be made in the letter heads ,books, records etc. of the company.
14. Arrange to adopt new common seal of the company.

Thanks

Nikhil Kalra

csnikhilkalra@gmail.com