Case Study – How to shift Registered Office from one State to the other?

Fsart Private Limited has its Registered Office in Bhubaneshwar, Orissa. The promoters seeing the business opportunity wants to shift the registered office to Bangalore, Karnataka. What should be the process in this regard? 

 

Shifting of Registered Office is of huge importance specially considering the ever changing business environment and strategic opportunities. There are various challenges including legal and compliance related issues and hence it is imperative to have a clear idea about the legal provisions on shifting of registered office from one state to another before undertaking the process.

 

Process for Changing of Registered Office from One State to Another

1.Hold a Board meeting-

  • to approve the alteration in MOA and for changing its registered office from one state to another;
  • to fix time, date and venue for holding general meeting of the company for passing special resolutions approving such alteration;
  • to approve notice of the general meeting along with the explanatory statement, and to;
  • to authorise the Company Secretary/Director to issue notice of the general meeting on behalf of the Board of directors of the company.

Filing of e-form: No filing to the ministry is required at this stage.

 

2.Issue notice of the general meeting to all members, directors and the auditors of the company.

Filing of e-form: No filing to the ministry is required at this stage.

 

3.Hold the general meeting and pass the special resolutions for alteration in MOA and for changing its registered office from one state to another.

Filing of e-form: At this stage, MGT-14 is required to de filed within 30 days of EGM with attachments  i.e  Altered MOA and Certified true copy of the resolution along with the explanatory statement annexed with the notice of such meeting.

 

4.Now the company shall publish an advertisement in the vernacular language newspaper of the district and in English language with the widest circulation in the state . Such advertisement shall also be sent to the Central Government, debenture-holders and creditors of the company on its publication.

Filing of e-form: INC-26 is to be filed maximum 30 days before filing of INC-23.

 

5. Application to the Registrar under whose jurisdiction registered office of the company is situated.

Filing of e-form:  INC-23 is required to be filed within 30 days of filing INC-26 with attachments mentioned below:

  • a copy of alterated MOA
  • copy of board resolution
  • notice of EGM
  • a copy of the minutes of the EGM
  • certified true copy of the resolution passed in EGM
  • a copy of the acknowledgment of service or a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application
  • a copy of advertisement, any objection by creditors or debenture holders if received and counter response by the company, if any
  • a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month. The list of creditors and debenture holders shall also have a declaration by the company Secretary or at least two directors of the company, out of which one shall be a managing director, if any; indicating that ;
  • a full enquiry into the affairs of the company have been duly made and, the list of creditors are correct, the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there exists no other debts of or claims against the company to their knowledge;
  • no employee has been retrenched due to change in registered office from one state to another;


    6.Simultaneously with the INC-23, the company shall also apply to the Chief Secretary of the concerned State Government or Union Territory & ROC where the registered office is situated at the time of filing application.

Filing of e-forms: GNL-2 is to be filed via courier and to ROC simultaneously with INC-23. The attachments of INC-23 shall be attached with GNL-2.


7.The Central Government shall then pass its order confirming the alteration upon such terms as it deems fit. If there is any objection, the central government shall hold hearing and pass necessary directions to the company at its own discretion.

 

8. Upon receipt of order, the copy of the same shall also be filed with the Registrar of each state.

Filing of e-forms: INC-28 shall be filed within 30 days from the receipt of order.


9.Lastly, the Registrar shall be notified

Filing of e-forms: INC-22 is required to be filed within 30 days from the receipt of the confirmation order along with following attachments:

  • Sale Deed/Rent Agreement or Lease Deed along with along with Property Tax Receipt, Rent receipt as the case may be.
  • Copy of altered MOA
  • Utility Bill latest by two months
  • NOC from the registered office premises owner
  • Copy of Central government(Regional Director)order

 

In light of this, Fsart Private Limited shall have to follow all the above mentioned procedure to shift its office from Orissa to Bangalore. Also it is to be noted that all the compliance to be done properly  then the Authorities has the power to take necessary action wherein the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees. The Authorities if deem fit can even close down the entity for non compliance in this regard.

 

If you have any query or require our assistance to change your registered office, feel free to drop a line at info@taxmantra.com and we shall be glad to assist.

  

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