Registered Office Change

Description

• • SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE(Section 13(4) read with Rule 30 of the Companies (Incorporation) Rules, 2014)Procedure to be followed:
    • BOARD MEETING shall be convened for following:-
    • Approve altered MOA subject to approval of shareholders and Regional Director.
    • Authorization in favour of CS, if any, or Director of the Company for making application to Regional Director.
    • Director shall see that the consent of the Creditor and debenture holders if any etc. is obtained or that sufficient provisions is made for the discharge of their debts or adequate security is made section 13(5)
    • SHAREHOLDERS MEETING shall be convened by giving 21 clear day notice (It can be reduced till one day) for following:
    • Special Resolution shall be passed for approving proposed Altered MOA subject to RD approval.
    • FORM FILING: E-FORM MGT-14 shall be filed with ROC along with:
    • Special resolution and explanatory statement
    • Altered MOA
    • TWO PUBLICATION OF NOTICES in News Paper in Form 26 (Prescribed):

     

    • One in English
    • Second in vernacular Language
    • PREPARE A LIST OF CREDITORS AND DEBENTURE HOLDERS and intimate them accordingly.
    • The list is required to be filed with the application.
    • The list should be duly verified by an affidavit.
    • List should be verified by the Statutory Auditor of the Company.
    • The list should not precede the date of filing of petition by more than one month (List Should not be older than one month from filling of petition).
    • LIST CONTAIN THE INFORMATION:
    • The names & address of every creditor and debenture holder;
    • The nature and respective amounts due to them in respect of debts, claims or liabilities:
    • PREPARE LIST OF EMPLOYEES:

     

    The Application on affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state:

     

    • PETITION/APPLICATION – IN TRIPLICATE
    • Chief Secretary of the Statewhere the registered office is situated at the time of filing the application and shall obtain acknowledgment for sending the notice along with necessary papers.
    • Filing of Application with ROC in Form GNL- 2 along with necessary papers
    • At last, Petition shall be filed to RD in Form 23 (Prescribed) along with following:
    1. Copy of the Memorandum and Articles Of Association;
    2. Certified True Copy of Board Resolution.
    3. Copy of the Notice Convening the General Meeting along with relevant Explanatory Statement;
    4. Copy of the Special Resolution sanctioning the alteration by the members of the company; (if possible supportive by Attendance sheet)
    5. Copy of the Minutes of the General Meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;
    6. An Affidavit Verifying the application (On Stamp Paper duly notarized)
    7. The List of Creditors and Debenture Holders entitled to object to the application;
    8. An Affidavit verifying the List of Creditors; (On Stamp Paper duly notarized)
    9. An Affidavit verifying the list of Employees.(On Stamp Paper duly notarized)
    10. The document relating to payment of application fee;
    11. Copy of News Paper Advertisement.
    12. Affidavit by Director verifying non-retrenchment of employees
    13. Affidavit verifying the Publication of News Paper Notice.
    14. Memorandum of Appearance and Board resolution authorizing Company secretary/ Chartered Accountant or advocate
    15. A copy of Board Resolution or Power of Attorney or the executed vakalatnama as the case may be (in the favour of Professional)
    16. Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report.
    17. Affidavit proving the dispatch and service of notice to the Chief Secretary.
    18. Board resolution authorizing the director to submit the petition.
    19. Form MGT-14 along with paid challan.
    20. Further, Hard copy of the petition is to be submitted with Concerned Regional Director Office.
    21. An affidavit verifying the petition on a non-judicial stamp paper, which is notarized, shall be attached.

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    1.	E-form INC-28 shall be filed with ROC w.r.t RD order
    2.	E-form INC-22 shall be filed along with followings for effective change in Situation of Office –          Order of RD –          Altered MOA –          Rent Agreement/ownership proof –          Utility Bill not older than 2 Months

    Please note that- Time period:

    • If Company does not have any Creditor/Debenture holders or their number are very less and company able to arrange NOC from all of them, expected time period shall not be more than 3 Months.
    • If Company has good amount of creditor/debenture holders, time period can be stretched to 5 months to 6 months.