Shifting registered office: one state to another state – steps and procedures

Shifting a company’s registered office from one state to another requires careful attention to legal formalities and procedures to ensure compliance with the law. This guide provided by Startupportal Business Services aims to help businesses through this process, detailing the necessary conditions, steps involved, legal implications, and the essential documents required at each stage.

What is a registered office?

A company’s registered office is its main sanctioned address for receiving government messages. It’s needed from the start of operations or within 30 days of incorporation. Under Companies Act, 2013, a company can have multiple business addresses but only one registered office. This address is registered with the Registrar of Companies (ROC) and receives sanctioned correspondence and legal notices from government agencies like tax authorities. The registered office must be a valid physical location where company records are kept and can be audited by authorities. It serves as the sanctioned point of contact for the company and is essential for legal and executive purposes.

Mandatory Requirements for Relocation:

Adherence to the vital of the Companies Act, 2013.
Approval from the Board of Directors and shareholders.
Filling of necessary forms and documents with the Registrar of Companies (ROC).
Publication of an announcement in a newspaper.
Preparation of a list of creditors and debenture holders.

Steps to Relocate a Registered Office:

Step 1 – Send a Board Meeting Intimation

All Directors must receive notice of the board meeting 7 days before the meeting date, the invitation must be sent. It must also have a detailed agenda and meeting notes.

Step 2 – Conducting a Board Meeting and Passing Resolutions

Organize a board meeting according to the Companies Act 2013. The following agenda and discussions are required for the board meeting:

To move the registered office from one state to another, the board resolution and the proposal must be considered and approved by the board members.
Changing the Memorandum of Association (MoA)
To set and approve a special general meeting’s date, time, and location.
Give the CS or Director permission to apply to the Regional Director (Central Government) to amend Clause II of the Memorandum of Association (MOA) in the country where the company’s registered office is situated (at the time of the modification).
To designate a director or company secretary to be in charge of sending out and signing notices for general meetings, postal ballots, and other similar documents, as well as everything else that is necessary to support putting the boar’s decisions into effect.
To approve the special resolution and send the minutes of the conclusion of the Board Meeting.

Step 3 – Obtaining Shareholders' Approval

Secure approval from shareholders through a special resolution in a general meeting.

Step 4 – Filing Form MGT-14

File Form MGT-14 with the ROC within 30 days of passing the special resolution.

Required Documents:

Original copies of the Special Resolution with a justification note.
A copy of the notice of intimation and its annexures delivered to the directors\
Letter of approval for an urgent meeting. (in the case that the general assembly was called with short notice)
MoA (Memorandum of Association) and AoA copies (Article of Association).
A copy of the general meeting’s attendance list.

Step 5 - Publishing of Advertisement in Newspaper

Before the filing of INC-23 by the company (minimum 30 days prior), the company must advertise Form INC-26 in a newspaper in the principal vernacular language and English. The newspaper must be circulated in the registered office’s state. This is as per Rule 30 of the Companies Incorporation Rule, 2014.

Step 6 - Filing of Form INC-26 with the Regional Director

This form is filed to seek approval for altering the MOA for changing the address of the registered office from one state to another. The form is filed with the Central Government (through the Regional Director). Rule 30 mentions that this has to be filed not more than 30 days before the filing of INC 23 with the central government. The form must accompany the proposed changes in MOA, a copy of the Board Resolution and minutes of the General Meeting, list of creditors and debenture holders of the company.

Step 7 – Preparation of Creditors and Debenture Holders List

Prepare a list of Creditors and Debenture Holders and inform them accordingly.

It is important to note that:

The list should not precede the date of filing of the petition by more than one month.
The list should be verified by the statutory auditor.
The list should contain the Name, Address, Nature, and Dues of Creditors and Debenture holders.
Keep the list of Creditors and Debenture Holders open for inspection.

Step 8 – Submitting Application to the ROC

Submit an application to the ROC along with Forms INC-22 and INC-28 to complete the process of relocating the registered office.

Step 9 - File E-Form INC-23 for application for approval of the regional director

File E-Form INC-23 for application for approval of regional director within a month of the list of creditors along with:

A copy of the Memorandum of Association.
A copy of the Board Resolution along with Notice Convening the General Meeting along with relevant Explanatory Statement and a copy of the Special Resolution sanctioning the alteration by the members of the company.
Minutes of the meeting.
Copy of newspaper advertisement in INC-26.
List of Creditors and Debenture holders.
Proof of service of notice inviting objection sent to creditors and debenture holders along with a copy of those notices.
Proof of service of notice of application along with notice copy sent to ROC, SEBI, or any other regulatory body for inviting objection.

Step 10 - Obtain No Objection from creditors or debenture holders or copies of objection received.

Where no objection has been received from any person then the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within 15 days of the receipt of the application. Where an objection has been received, the RD shall hold a hearing and pass an order within 60 days of applying.

Step 11 - File E-Form INC-22 with ROC

The last step of the process is to file E-Form INC-22 with ROC for notice of change in the registered office along with the following attachments:

Proof of Registered Office (Conveyance/Lease Deed/Rent Agreement etc.)
Copies of Utility Bills (Proof of evidence of any Utility Bills like Telephone, Gas, Electricity, or Mobile Bill showing the correct address of the premises not older than 2 months)
Altered MOA
NOC from the owner for using the address as the registered office of the company.
Order copy of RD
Photo of premises building with the proper board of company mentioning all details and Photo of director sitting in the office premises with proper board mentioning all details of the company.
List of all companies having the same registered office if any

Step 12 - Notifying the Stock Exchanges

By Regulations 30 and 46(3) of the SEBI LODR Regulations, the company (if it is a registered company) must notify the Stock Exchanges regarding the shifting of the registered office within 24 hours of the approval by the ROC. The same has to be posted on the company’s website within 2 working days.

Step 13 - Filing of Amendment Application under relevant acts

Amendment application to be filed under the following acts:

EPF, ESI, and other Labour Laws
FEMA
Factories Act
Inter-state Migrant Workmen Act
GST Act

In conclusion, seeking professional guidance and legal advice is vital for companies navigating the complications of shifting their registered offices, ensuring compliance with applicable laws and regulations, and mitigating any implicit legal threats.