Shifting of Registered Office from one ROC to another within the state

This query is : Resolved

Dharshana Dhadju (Querist)
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15 February 2022 Dear all,
My Company wishes to shift its registered office from ROC Coimbatore to Roc Chennai within the State of TamilNadu.
Can anyone tell me the procedure for such shifting. Does it require approval of Cental Government and publishing advertisement in newspaper .

Asha Kanta Sharma online

Asha Kanta Sharma

(Expert)
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11 July 2024 Shifting the registered office of a company from one ROC (Registrar of Companies) to another within the same state in India, such as from ROC Coimbatore to ROC Chennai in Tamil Nadu, involves following a specific procedure as per the Companies Act, 2013. Here are the steps and requirements generally applicable:

### Procedure for Shifting Registered Office within State (Tamil Nadu):

1. **Convene Board Meeting:**
- Call and convene a board meeting of directors to propose the shifting of the registered office from its current location (Coimbatore) to the proposed new location (Chennai).
- Pass a board resolution approving the proposal for shifting the registered office and fix the date, time, and place of the general meeting of shareholders to obtain their approval.

2. **Notice to Shareholders:**
- Issue notice of the general meeting to all shareholders, directors, and auditors of the company as per the provisions of the Companies Act, specifying the agenda and proposed resolution for shifting the registered office.

3. **Hold General Meeting:**
- Conduct the general meeting and obtain shareholders' approval by passing a special resolution (requiring approval of members holding not less than 75% of the total voting rights).

4. **File Application with ROC:**
- File an application with the ROC within 30 days of passing the special resolution, seeking confirmation of shifting the registered office from Coimbatore to Chennai.
- Submit the following documents along with the application:
- Certified copy of the special resolution passed by shareholders.
- Notice of the general meeting along with explanatory statement.
- Minutes of the general meeting.
- Affidavit verifying the application.
- Copy of the altered Memorandum of Association (MOA) reflecting the new registered office clause.
- Copy of the altered Articles of Association (AOA), if applicable.
- Any other documents as required by the ROC.

5. **Publication Requirement:**
- 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 ROC.
- Obtain an affidavit from the newspaper publisher regarding the publication.

6. **ROC Approval:**
- Upon receipt of the application and necessary documents, the ROC will review the application.
- If satisfied, the ROC will issue an order approving the shifting of the registered office from Coimbatore to Chennai.
- Update the registered office address in the records and Certificate of Incorporation of the company.

### Additional Points:

- **Approval of Central Government:** Shifting within the same state generally does not require Central Government approval unless there are specific circumstances such as the company being under investigation or prosecution.

- **Compliance:** Ensure compliance with all requirements of the Companies Act, 2013, and rules made thereunder, along with any specific guidelines issued by the Ministry of Corporate Affairs.

- **Professional Assistance:** It is recommended to seek professional advice from a company secretary or legal advisor experienced in corporate law to ensure compliance with all procedural and regulatory requirements.

By following these steps and ensuring all documentation is in order, your company can successfully shift its registered office from ROC Coimbatore to ROC Chennai within Tamil Nadu.