SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE UNDER COMPANIES ACT 1956

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

1. Call for a board meeting to decide on the change of registered office from one state to another state and call for the Extraordinary General meeting to alter Caluse II of Memorandum of Association.

2. In the board meeting fix up the date, time, and place of the general meeting and approve the notices for this purpose, send the notices, hold the meeting and pass special resolutions.

3. In case of listed company the resolution should be made by postal ballot as per sec 192A.

4. Prepare the Minutes of Extraordinary General meeting/ General Meeting. . Date of AGM / EGM should be same in the notice and minutes of the meeting

5. After taking the approval of the members, file a certified copy of the special resolution along with the explanatory statement in Form 23 with ROC.

6. Publish a general notice in at least one regional language newspaper and one English language newspaper circulated in the area in which registered office of the company is situated clearly stating the substance of the petition.

7. Send individual notices to all creditors (including contingent creditors if any)/debenture holders of the company.

8. List of Creditors and Debentures should be any date before two months from the date of filing petition. Get no objection from the creditors and particularly from the Banks / financial institutions for change of registered office from one state to another state.

9. After a gap of one month from the date of sending notices as above, file petition with the Regional Director, Ministry of Corporate Affairs. Previously the petition was required to be filed with Company law Board. Now Regional Directors have been delegated with these powers.  The petition has to be now filed with the Regional Director with the Regional Office of the Ministry of corporate Affairs in the jurisdiction where the existing registered office is situated. The following are the jurisdiction of Regional directors.

(i) Regional Director North Region Directorate Headquarter at Noida (Gautam Budh Nagar)	North Region Directorate Headquarter at Noida (Gautam Budh Nagar) States of Jammu and Kashmir, Punjab, Himachal Pradesh, Haryana, National Capital Territory of Delhi, Uttar Pradesh, Uttarakhand and Union Territory of Chandigarh.
(ii) Regional Director Southern Region Directorate Headquarter at Chennai	Tamil Nadu, Union Territory of Andaman and Nicobar Islands and Puducherry
iii) Regional Director Southern Eastern Region  Directorate Headquarter at Hyderabad	States of Andhra Pradesh, Karnataka, Kerala and Union Territory of Lakshadweep,
(iv) Regional Director Western Region Directorate Headquarter at Mumbai	States of Maharashtra, Goa and Union Territory of Daman and Diu.
(iii) Regional Director Eastern Region Directorate Headquarter at Kolkata	States of Bihar, Jharkhand, Orissa, West Bengal.
Regional Director North Western Region Directorate Headquarter at Ahmedabad	States of Gujarat, Rajasthan, Madhya Pradesh, Chhattisgarh and Union Territory of Dadra and Nagar Haveli
Regional Director North Eastern Region Directorate Headquarter at Guwahati	State’s of Meghalaya, Assam, Arunachal Pradesh, Nagaland, Mizoram, Manipur and Tripura.”

 File the petition in Form 24AAA and also submit a hard copy of the petition along with the enclosures to the Regional Director.

10. An affidavit verifying the petition on a non judicial stamp paper which is notarized shall be attached.

11. Petition should not be prepared in the letter head.

12. File a copy of the petition with the ROC wide Form 61.

13. File a copy of the notice along with a petition to the Chief Secretary to the Government of the State where the registered office of the company is situated or to the Administrator/Lt. Governor of the Union Territory where the registered office is situated in the Union Territory.

14. A hearing may take place at the Regional Director office and it should be represented by the company or practicing professional or advocate. The creditors, if any, and the representatives of the company may also represent and are heard before making any order.

15. After receiving the Regional Director  order for shifting the registered office, the company is required to file certified copy of the order with the ROC along with Form No. 21 within 3 months of receipt of certified copy along with the printed copy of the altered memorandum of association.

16. File Form No. 18 with the new ROC for the situation of the registered office

17. The ROC of the new state i.e. at which registered office will be shifted will issue a fresh certificate of incorporation which will be conclusive evidence of the shift of registered office.

18. Necessary changes are required to be made in the letter heads, books, records etc. of the company and also to inform the changes to all the Government departments and others.