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How to Shift the Registered Company from One State to Another

 

Introduction:

Section 12 & 13 of the companies act 2013 and incorporation rules 2014 states the law regarding having a registered office and shifting of the registered office of the company. The following are the provisions relating to shifting of registered office from one state to another;

  • RO is an official office address of the company, where all the official letters will be sent by regulatory authorities or non-regulatory bodies.
  • Shifting of RO from one state to another requires approval from the shareholders, Regional director, and much intimation.

 

Steps to follow to shift you RO from one state to another:

  1. Hold board meeting

As per the provisions of SS-1 and companies act 2013, covey the board meeting

  • For shifting of RO consider the proposal
  • Alter the MOA of company
  • Approve the notice of conducting the extraordinary general meeting
  • Move the application to regional director
  1. Covey extraordinary general meeting

Pass a special resolution at an extraordinary general meeting with the following attachments

  • Attach an altered copy of MOA & AOA
  • Attach the copy of the special resolution
  1. Publish an advertisement

The company shall publish an advertisement before 30 days of filing application form No. INC.23 to the regional director.

  • In the vernacular newspaper in the same language in district level
  • In English newspaper with wide circulation in the English language in the state
  • A copy of such advertisement shall be forwarded to the Regional Director, creditors of the company, SEBI and other regulatory authorities.
  1. Prepare the list of creditors and debenture holders
  • The name and address of every creditor and debenture holder
  • The nature of respective amounts in respect of debts or any claims
  1. Submit an application
  • A copy of the application shall be submitted to the registrar of the company and the chief secretary of the concerned state.
  1. Filing of application

An application shall be filled to the central government along with the following enclosures

  • A copy of the altered MOA
  • A copy of the special resolution
  • A copy of the minutes of the extraordinary general meeting
  • A copy of the board resolution
  • A Copy of the published advertisement
  • Proof of the application
  • List of creditors and debenture holders
  • A copy of each objection
  1. Order pass

The regional director shall pass the order.

  1. Filling of E-FORM INC-28

The company shall file a form INC-28 with the registrar for the registration of order passed by the regional director within 30 days of receipt with the following attachment

  • Copy of order
  • payment receipt of cost imposed for shifting of RO from one state to another.
  1. Filling of E-FORM INC-22

The verification of the registered office shall be filled in INC-22 form along with the fee within the 30 days from confirmation of shifting RO, with the following documents

  • The document of title of the premise of the registered office
  • A copy of the lease or rent agreement
  • A copy of the proof of ownership of the premise
  • CTC of board resolution

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