Shifting Of Registered Office From One State To Another

SHIFTING OF REGISTERED OFFICE

Section 12, 13 of the Companies Act, 2013 and Rule 25, 27, 28, 30, 31 of Companies (Incorporation) Rules, 2014.

GENERAL PROVISION :

Section 12 mandates all the companies to have registered office either at the time of incorporation or within 30 days of incorporation. Registered office of a company is a place where all the communications and notices may be sent. The situation clause of Memorandum of Association contains the state in which registered office of the company is situated.

The Companies Act permits a company to change its registered office from its existing situation to another situation, –

  • Under the jurisdiction of the same Registrar of Companies
  • Under the jurisdiction of another Registrar of Companies within the same State

PROCEDURE FOR SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE

Section 12 of the Companies Act, 2013 and Rule 27, 28, 30 of Companies (Incorporation) Rules, 2014

PROVISIONS
PROVISIONS
Hold Board Meeting and following pass a resolution:
  • To consider the proposal for shifting of registered office.
  • Fix up the date, time, and place of the General Meeting.
  • Approve the notice of Extraordinary General Meeting or Annual General Meeting and calling of General Meeting.
  • Authorize the CS or Director to move an application before RD to alter Clause II of Memorandum of Association within whose jurisdiction the registered office of the company (before change) is situated.
  • The Board shall authorize the Director and the Secretary severally to seek that the consent of the Creditor and debenture holders if any etc. is obtained or that sufficient provisions is made for the discharge of their debts or adequate security is made section 13(5).

  • Authorize the CS or Director to move an application before CG for approval
Filling of MGT-14