Shifting of Registered office
Sujeet Kumar
shivam.gharat
Procedure
1. Convene a Board Meeting to consider and approve change in the place of registered office and to approve the draft notice of the General Meeting or postal ballot (where the number of members is more than two hundred), for alteration of the memorandum subject to confirmation of Regional Director.
2. Convene a General Meeting to pass the special resolution for change in the registered office of the company from one State to another.
Note : Special resolution can also be passed through postal ballot
3. File a copy of the special resolution with the Registrar in Form MGT-14 within 30 days of passing the resolution .
4. File an application with the Regional Director in Form INC.23 along with the fee [rule 30].
5. The company shall not more than 30 days before the date of filing of the application in Form INC-23 :
(a) give advertisement of the application in Form INC-26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper with the wide circulation in the State in which the registered office of the company is situated
Provided that a copy of advertisement shall be served on the Central Government immediately on its publication.
(b) serve, by registered post with acknowledgement due, individual notice, on each debenture-holder and creditor of the company ; and
(c) serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.
6. The Regional Director shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Regional Director shall pass an order approving the shifting, within sixty days of filing the application.
7. The order passed by the Regional Director confirming the alteration may be on such terms and conditions, if any, as it thinks fit, and may include such order as to costs as it thinks proper :
Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.
8. File certified copy of the order of the Regional Director, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, in Form No.INC.28 along with the fee with the Registrar of the State within thirty days from the date of receipt of certified copy of the order. [rule 31]
9. The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee [rule 27]
10. The RoC of the State where the registered office is being shifted to, shall issue a fresh certificate of incorporation indicating the alteration.
11. Every such alteration is required to be noted in every copy of the memorandum of association.
SEBI (LODR) Regulations, 2015 – compliances by a listed company
(a) Disclosure of Board Meeting : In case of a listed company, submit disclosure with regard to change of registered office to stock exchanges as soon as reasonably possible and not later than 24 hours from the conclusion of Board Meeting and post the same on the website of the company within 2 working days [regulations 30 and 46(3)]
(b) Proceedings of General Meeting : In case of a listed company, submit disclosure of the proceedings of General Meeting to stock exchanges as soon as reasonably possible and not later than 24 hours from the conclusion of General Meeting and post the same on the website of the company within 2 working days [regulations 30 and 46(3)]