31 January 2024
Our company was a listed company and is under liquidation process. Now the company's assets are being sold and hence the registered office. Hence we want to shift the registered office for keeping the documents of the company within the limits of the city.
11 July 2024
When a company is under liquidation and wishes to shift its registered office, the procedure can differ slightly from the regular process. Here’s a step-by-step guide on how to proceed:
### Procedure for Shifting Registered Office during Liquidation:
1. **Board Resolution:** - Convene a board meeting and pass a resolution approving the proposal to shift the registered office from the current location to a new location within the same city or to a nearby location that is convenient for managing the company's documents during liquidation.
2. **Notice to Liquidator:** - Inform the liquidator appointed for the company about the decision to shift the registered office. The liquidator needs to be onboard with this decision as it affects the handling of company documents and assets during liquidation.
3. **Application to NCLT (National Company Law Tribunal):** - File an application with the National Company Law Tribunal (NCLT) seeking approval for shifting the registered office. The application should include: - Copy of the board resolution approving the shift. - Details of the new address of the registered office. - Reasons for the proposed shift, specifically relating to the liquidation process and management of company documents. - Consent of the liquidator or a report from the liquidator supporting the proposed shift. - Any other documents required by the NCLT.
4. **Advertisement in Newspapers:** - Publish a notice of the proposed shifting in at least one vernacular newspaper in the principal vernacular language of the district where the registered office is situated, and in an English newspaper circulating in that district. - The notice should be published at least 21 days before filing the application with the NCLT. - Obtain an affidavit from the newspaper publisher regarding the publication.
5. **NCLT Approval:** - Attend the hearing at the NCLT as scheduled. - Present the application and supporting documents to the NCLT. - If satisfied with the application and after considering any objections, if any, the NCLT will issue an order approving the shifting of the registered office. - Obtain a certified copy of the NCLT order.
6. **Filing with ROC:** - File the certified copy of the NCLT order along with Form INC-28 to the Registrar of Companies (ROC) within 30 days of receiving the order. - Update the registered office address in the records of the company maintained by the ROC.
7. **Document Management:** - Ensure that all company documents, records, and assets are transferred to the new registered office address and are properly managed under the supervision of the liquidator.
### Points to Consider:
- **Liquidator’s Consent:** The consent and support of the liquidator are crucial throughout this process, as they are responsible for managing the company’s affairs during liquidation.
- **Compliance:** Ensure compliance with all provisions of the Companies Act, 2013, and rules made thereunder, as well as any specific guidelines issued by the Ministry of Corporate Affairs and the NCLT.
- **Professional Advice:** Seek guidance from a company secretary or legal advisor experienced in corporate law and liquidation procedures to ensure all steps are correctly followed and documentation is in order.
By following these steps and obtaining the necessary approvals from the NCLT and ROC, your company can successfully shift its registered office during the liquidation process while complying with regulatory requirements.
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