Provisions and rules relating to Inter-State Shifting of Registered Office are contained in Section 13(4) of the Companies Act, 2013 read with Rule 30 of The Companies (Incorporation) Rules, 2014. After a detailed analysis of law provisions and practical procedures, we have given the following process for the Inter-State Shifting of Registered Office of the Company. It may be noted that Inter-State Shifting of Registered Office of the Company also involves shifting of registered office from the jurisdiction of one Registrar of Companies (ROC) to another ROC except in the case where two states have a common ROC.
Contact us for Inter-State Shifting of Registered Office:
- Email: labhanshmohan1@gmail.com
- Phone No.: +91 96397 75624
Must Read: A draft resolution for the extension of the Annual General Meeting!
Process To Inter-State Shifting of Registered Office–
| Step No. | Events | Compliances | Documents |
| 1 | Sent notice to call Board Meeting | – | Notice of Board meeting, enclosed agenda and proof of sending Notice & Agenda |
| 2 | To consider and approve Shifting of registered office from one state to another under Section 173 of the Companies Act 2013. | Board Meeting | Minutes of Meeting, CTC Board resolution and Signed Attendance sheet |
| 3 | Sent Notice of Extra-ordinary General Meeting (EGM) necessary annexures | – | Notice of Board meeting, Shorter Consent and proof of sending Notice & Agenda |
| 4 | To consider and approve the Shifting of Registered office from one state to another under Section 100 and approve the altered MOA of the Companies Act 2013 | Shareholder meeting | Notice of meeting with explanatory statement, CTC of SR, minutes of Meeting, Signed attendance sheet, proof of dispatch of notice to all Members |
| 5 | Form MGT-14 u/s 117 | Within 30 days of the shareholder meeting | Notice of EGM + explanatory statement, CTC SR, MOA. |
| 6 | List of creditors (Secured and Unsecured) | Not older than 1 month before the date of filing INC-23 | Certified Copy of list of creditors |
| 7 | INC-26- Newspaper advertisement Rule 30(5)(a) | 2 newspapers (One in English and one in vernacular language having wider circulation in the state) Not more than 30 days before the date of sending the application in form INC-23 | Newspaper clipping |
| 8 | Intimation of advertisement to CG immediately (i.e. RD) Rule 30(5)(a) Proviso | Immediately after advertisement | Cover letter and newspaper clipping to be Speed posted and emailed to RD and ROC |
| STEPS TO BE TAKEN IN 30 DAYS OF POINT NO. 6 OR 7 WHICHEVER IS EARLIER | |||
| 9 | Notice to Creditors Rule 30(5)(b) by post & Email and obtain NOC accompanied with DIN/ID proof/ Duly Notarized ( Note: NOC from Secured creditor is mandatory and if Unsecured creditors unable to give NOC then only Notice speed post acknowledgement is sufficient) | Not more than 30 days before the date of sending the application i.e. INC-23 | Notice to Creditor by email, NOC (if secured Creditors) and by Speed post & Proof of Dispatched of Notice |
| 10 | Notice with a copy of the application (i.e. all docs mentioned in point 10) to regulatory authority Rule 30(5)(c) by Mail/ speed post: 1) Chief Secretary of SG physically by speed post 2) ROC in GNL-1 with Acknowledgement copy of SG i.e. speed post receipt 3) (Original Documents i.e. Advt copies etc)Regional Director of Delhi physically by speed post with Acknowledgement copy of SG and ROC i.e. speed post receipt & GNL-1 Challan and form | Not more than 30 days before the date of sending the application i.e. INC-23 | Notice, the relevant annexure of point 12 and proof of dispatch |
| 11 | Notice with a copy of the application (i.e. all docs mentioned in point 11) to regulatory authority Rule 30(5)(c) by Mail/ speed post: 1) Chief Secretary of SG physically by speed post | Not more than 30 days from the date of sending the application i.e. INC-23 | Notice, the relevant annexure of point 12 and proof of dispatch. |
| 12 | GNL-1 to ROC Rule 30(4) with Acknowledgement copy of SG i.e. speed post receipt | the gap between adv / List of creditors and GNL 1 shall not be more than 30 days | 1. CTC of Board Resolution. 2. Copy of Notice along with explanatory statement 3. CTC of SR 4. Copy of altered MOA & AOA 5. Copy of the minutes of the general meeting. 6. List of creditors and debenture holders as on ______________ attached with NOC and copy of objection, if any received from creditors of the Company 7. An affidavit verifying the application; 8. Affidavit_non retrenchment of employees 9. Affidavit_in term of rule 10. Affidavit verifying the list of creditors 11. Application 12. Undertaking 13. Special Power of Attorney 14. Affidavit proving Advt and Copy of advertisement and Acknowledgment of dispatched proof i.r. speed post & mail slip (Photocopy). Note: The general public they can do objection to RD within 14 days from the date of publication of advt., time given on a practical basis, not mentioned in the law and rule) 15. Latest audited annual accounts for the year ended 31st March 2023; 16. Affidavit in term of rule 30 17. Other Drafts 18. Acknowledgment copy wrt point 9(II) from Chief Secretary i.e. Speed Post slip |
| 13 | Application for shifting in INC-23 Rule 30(1) | after GNL-1 | 1. Point 12 |
| 14 | Not more than 30 days before the date of sending the application i.e. INC-23 | application ( 2 sets) ROC and RD | 1. Point 13 2. INC-23 and challan |
| 15 | INC-28 (within 30 days of order received from RD (order usually take 3-4 months) | within 30 days of the order received | Confirmation & Order given by Central Government for change of registered office. |
| 16 | INC-22 (within 15 days of approving INC-28) | After Approving INC-28 | “1. If premises are on rent then a Notarized copy of the Lease/ rent agreement. 2. Utility bill not older than 2 months 3. NOC from the owner of premises” |
In conclusion, the Inter-State Shifting of Registered Offices, while complex, is a feasible task that can bring significant benefits to a company. It involves careful planning, adherence to the procedures laid out by the Companies Act, and meticulous documentation. Despite the challenges, such a move can open up new markets, provide access to a diverse talent pool, and potentially lead to cost savings. However, companies must weigh these potential advantages against the logistical and regulatory challenges involved in such a move. Ultimately, the decision to Inter-State Shifting of Registered Office should be a strategic one, made with the long-term growth and success of the company in mind.