Shifting is always a headache whether we are speaking in context of home or workplace. Here, in this article we will be focusing on the procedure that can be followed while shifting your workplace or registered office.
Shifting of your registered office can take place in 2 ways:
1. Within the State
2. From one State or Union Territory to another State or Union Territory
Ministry of Corporate Affairs has issued the notification G.S.R 955 (E), to further amend the Companies (Incorporation) Rules, 2014 namely the Companies (Incorporation) Second Amendment Rules, 2017.
1. Shifting of Registered Office within the State:
As per Rule 28, an application appealing confirmation from the Regional Director for shifting the registered office within the State from the jurisdiction of one Registrar of Companies to jurisdiction of another Registrar of Companies shall be filed by the company with the Regional Director in Form No. INC.23 advancing fee and following documents:
- Board Resolution
- Special Resolution for forwarding the shifting of registered office:
* Declaration by any 2 directors authorized by the Board, stating that the company has not defaulted in payment of dues to its employees and either has consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof
* Declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending
* Acknowledged copy of intimation to the Chief Secretary of the State for the proposed module of shifting and the employee’s interest is not critically affected.
- There should be no public notice in the newspaper.
- No need to serve individual notice to creditors.
2. Shifting of Registered Office from one State or Union Territory to another State or Union Territory
As per rule 30, an application under section 14(3), seeking approval for amendment in the memorandum with reference to change of place of the registered office from one State Government or Union Territory to another, shall be filed with the Central Government in Form No. INC.23 advancing fee and following documents:
- A copy of amended MOA
- Minutes of GM recording votes
- Copy of Power of Attorney/Board resolution
- List of Creditors and Debenture holders drew up to the latest practicable including:
(a) Details including name, address etc.
(b) Nature A & amount of debt/claims/liabilities
(c) Declaration stating that inquiry has been made into the affairs of the company either by Company Secretary or by 2 directors.
(d) Application filed with Chief Secretary of the concerned State Government or the Union Territory by the company stating that employee’s interest is not adversely affected.
(e) Copy of acknowledgment of service of a copy of the application to the Chief Secretary.
- The compliance procedure to be carried at least 30 days prior to the filing of Form No. INC-23:
(i) Advertise in the newspaper in Form INC 26
(ii) Copy of advertisement to be served to CG, right away after publication
(iii) Indicidual notice must be served:
* Debenture holder
* Securities and Exchange Board of India (SEBI), in case of the company, is listed.
* Regulatory Body in case company is regulated under any act.
- If any inspection or investigation has been commenced against the company or any pending case against the company act, the shifting of registered office shall not take place.
Note – Please note that the above article is for education purpose only. This is based on our interpretation of laws which may differ person to person. Readers are expected to verify the facts and laws