Procedure for Shifting of Registered Office From One City to Another

     

Procedure for Shifting of Registered Office From One City to Another

As per the provisions of section 12(5) of the Companies Act 2013 Except on the authority of a special resolution passed by a company, the registered office

of the company shall not be changed,—

     (a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and

    (b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company:

Provided that no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.

1. Hold a Board meeting to: 

(a) Consider the matter and approve the proposal for shifting the registered office of the company to another State

(b) fix the date, time and place for holding a general meeting,

(c) approve the notice of the general meeting and explanatory statement and

2. Issue Notice of the Extra-ordinary General meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013

3. Send three copies of the notice to each stock exchange where the securities of the company are listed.

4. Hold the general meeting and pass the special resolution .The matter is covered under the business transacted by postal ballot. (If Applicable, follow the procedure).

5. If Your Company is a listed company, File with the Stock Exchange -

(a) Proceedings of the general meeting as required by the Listing Agreement.

(b) Six copies of the amendments to the memorandum of association of the company.  One   copy should be certified out of those six copies

6. File certified true copy of the special resolution in Form MGT – 14 within thirty days of passing of the resolution with the ROC along with the explanatory statement annexed to the notice of the general meeting and the prescribed filing fee.

7. File Form INC-22, with the Registrar within 15 days of the change in registered office.

8. Change the address of the registered office of the company on all items of stationery, letter heads, bills forms, invoice forms, sign boards, records, registers etc.

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