Every company must have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it, within 30 days of its incorporation and at all times thereafter- Sec. 12(1) of Companies Act, 2013
Change of registered office is also required to be informed within 30 days- Sec. 12(4) of Companies Act, 2013
In case of change of registered office from one state/ union territory to another state/ union territory, permission of Central Government is required and this power is delegated to Regional Director.
PROCEDURE TO CHANGE THE REGISTERED OFFICE FROM ONE STATE/ UNION TERRITORY TO ANOTHER STATE/ UNION TERRITORY
1. Hold the Board Meeting and pass the Board Resolution. Approve the notice, with explanatory statement, of General Meeting for passing Special Resolution.
2. File MGT-14 with Registrar.
3.The Special Resolution passed by the shareholders has to be confirmed by Central Government by applying in Form No. INC.23 with prescribed fee- Sec. 13(4) of Companies Act, 2013. CG will take up to 60 days for disposing the application.
Attachments to INC.23
MOA & AOA
Copy of notice of General Meeting
Explanatory Statement
Minutes of concerned General Meeting
Affidavit verifying application
List of Creditors
Copy of Board Resolution
Power of Attorney
NOC from RBI (if NBFC)
Affidavit of non-retrenching of any employee
Petition before RD
Application shall also be made to Chief Secretary of the concerned State/ Union Territory and Registrar. Copy of acknowledgment of same shall be attached to the above application made to RD.
3. At least 30 days before the date of hearing, application shall be advertised in Form No. INC-26 in English and Principal Vernacular language of the state in which registered office is situated in newspaper having wide circulation.
4. if any objections are received, Central Government will hold hearing. Then CG will pass order accepting or rejecting the alteration within 60 days.
5. Order of CG has to be filed to Registrar in Form No. INC-28 within 30 days.
CG will see whether all requirements are properly fulfilled or not before accepting the alteration. If those formalities have been carried out, CG will next look into the interest of shareholders and creditors and consider objections, if any, received from shareholders, creditors, registrar of companies and other persons affected by shifting of registered office.
MINERVA MILLS LTD. V. GOVT. OF MAHARASHTRA A state Government can not oppose shifting of registered office of a company from one state to another on the ground that by change the state would be deprived of its revenue. The question of loss of revenue to o0ne state would have to be considered in the context of total revenue of the republic of India and in the interest of the country as a whole.
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