Shifting of registered office from the jurisdiction of one r

SHIFTING OF REGISTERED OFFICE FROM THE JURISDICTION OF ONE ROC TO ANOTHER ROC

STEP 1. Hold a Board Meeting to consider the proposal of shifting of registered office and alteration in Memorandum of Association with regard to registered office clause and approve the notice calling General Meeting of members.

STEP 2. Issue the notice of General Meeting to all members eligible to receive the same.

STEP 3. Hold General Meeting and pass the Special Resolution approving the alteration in registered office and in MOA, subject to confirmation of Regional Director.

STEP 4. File Form MGT- 14 within 30 days of passing of Special Resolution.

Requirements for Form MGT- 14.

(1)Copy(s) of resolution(s) along with copy of explanatory statement under section 102                      

(2)Altered memorandum of association  

(3)Altered articles of association

.STEP 5. Give a newspaper advertisement at least 21 days before making application to Regional Director (RD) of the state: one in any of the English newspaper and another in the local regional language of the district where the registered office is situated.

STEP 6. File Form INC- 23 with the RD for his approval. The RD shall communicate his confirmation within 4 weeks from the date of receipt of application for such change.

Requirements for Form INC- 23

1.Copy of notice of the general meeting along with relevant explanatory statement;

2. Copy of special resolution sanctioning alteration;

3.Copy of the minutes of the general meeting authorizing such alteration

4.Proof of service of the application to the Registrar,

5.Chief secretary of the state , SEBI or any other regulatory authority, (if applicable)

6.Copy of objections, (if received any);

STEP 7. After getting the confirmation by the RD, file the certified true copy of such confirmation in e-Form GNL -1 with the RoC under whose jurisdiction the old office is situated within 2 months from the date of order communicated to the company.

STEP 8. File Form INC- 22 with both the RoCs.

Requirements for Form INC- 22  

(a) Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement along with the rent receipts) etc.;

(b) Copies of the utility bills as mentioned above (not older than two months);

(c) A proof that the Company is permitted to use the address as the registered office of the Company if the same is owned

(d) by any other entity/ Person (not taken on lease by company);

(e) Copy of order of competent authority;

(f) List of all the companies (specifying their CIN) having the same registered office address, if any;

STEP 9. The Registrar shall within one month of filing the order register the same and shall issue a certificate indicating new CIN to that effect