CS DIVESH GOYAL

Practicing Company Secretary

GOYAL DIVESH& ASSOCIATES

Mob: +918130757966
csdiveshgoyal@gmail.com

Shifting of the registered office from the One State to Other under Companies Act- 2013.

GOYAL DIVESH & ASSOCIATES, Practicing Company Secretary

SHIFTING OF REGISTERED OFFICE FROM

ONE STATE TO OTHER,
OTHER,
Section 13 read with rule 29 of Companies

SERIES
NO- 48

(Incorporation) Rules, 2014

Series2
Series2 48

S. NO.
A.

PROCESS

Section- 13 (4)

CALL BOARD MEETING

Work Require to Done before
Issue Notice of Board Meeting-[173(3)]
calling of Board Meeting
Call Meeting by giving not less than 7 (Seven)
days Notice in writing.

Prepare Agenda of Board Meeting

Prepare Attendance Sheet of Board Meeting
Work Require to be Done at the
Place before Board Resolution of Shifting of
time of Board Meeting
Registered Office.

Get Approval of Directors by passing of Board
Resolution for shifting of Registered Office of
Company (outside the local limit of city, town &
village within same state).

Fix Day, Date, Time of Extra-ordinary General
Meeting.

Place Draft Notice of Extra-ordinary General
Meeting before Board.

Board will authorize Director to issue Notice of
Extra-ordinary General Meeting.

Board will authorize Director to file application
with Regional Director (after passing of Special

CS DIVESH GOYAL
Practicing Company Secretary
GOYAL DIVESH& ASSOCIATES

Mob: +918130757966
csdiveshgoyal@gmail.com

Resolution in General Meeting)

B.

CALL EXTRA-ORDINARY GENERAL MEETING

Issue Notice of Extra-ordinary
Give Atleast 21 clear days Notice of ExtraGeneral Meeting [Section- 101(1)]
ordinary General Meeting through Electronic
Mode or in Writing.

Attach Explanatory Statement in Notice of Extraordinary General Meeting. [Section-102]

C.

HOLD EXTRA-ORDINARY GENERAL MEETING

Work Require to be Done at the
Check the Quorum
time of Meeting

Check whether auditor is present, if not. Then
Leave of absence is Granted or Not. (As per
Section- 146).

Pass Special Resolution.[Section-114(2)]

D.

At least 14 days before filling any application with Regional Director

Rule-28 of The Companies
Publish a notice, at least once in a daily
(Incorporation) Rules, 2014
newspaper and one English news paper in which
the registered office of the company is situated
Notice clearly indicating the
Individual Notice to each Debenture Holder
matter and stating any person
whose interest is likely to be
Individual Notice to each Depositor
affected by proposed shifting may
intimate to the Regional
Director within 21 days of the
Individual Notice to each Creditor of company
date of notice/ publication.

File complete copy of Petition with Chief
Secretary of the state.

File complete copy of Petition with Registrar of
Companies (ROC) in form GNL-1.

E.

FILLING OF E-FORM WITH ROC

ATTACEHMENTS

E-FORM- MGT-14
[Section-117 (3) (a)]
Within 15 days of passing of SR.
[Section- 12(4)]

Notice along with Explanatory Statement

Certified True Copy of Special Resolution.

Minute of General Meeting

CS DIVESH GOYAL
Practicing Company Secretary
GOYAL DIVESH& ASSOCIATES

Mob: +918130757966
csdiveshgoyal@gmail.com

ATTACEHMENTS

E-FORM- INC-23
[Section- 12(5) of the companies
Act 2013. Read with rule 28 of The
Companies (Incorporation) Rules,
2014]

Copy of Memorandum of Association and Article

of Association.

Notice along with Explanatory Statement

Certified True Copy of Special Resolution

Minute of General Meeting

Power
of
Attorney/vakalatnama/Board
Resolution- in favour of professional
List of Creditor should not be
List of Creditors and Debenture Holders.
older than 1 month from the date
of filling of petition in form INC-23.

Affidavit Verifying the application

Affidavit regarding correctness of
Creditors

Copy of News Paper Advertisement.

List

of

Affidavit verifying list of employees.

Affidavit by director no retrenchment of
employees.

Details of prosecution/ inspection/ inquiry/
investment field against the company and its
officer in default

E-FORM- INC-28

Attachments

Copy of Order of Regional Director

Copy of Special Resolution

E-FORM- INC-22
[Section-12 (2) & (4) Read with
Rule 25 & 27 of the Companies
(Incorporation) Rules- 2014.

Attachments

Within 15 days of passing of SR.
[Section- 12(4)]

*Proof of Registered Office Address.

*Utility Bills.

Proof that company is authorized to use the

address as the registered office of company.

List of all the Companies (specifying their CIN)

CS DIVESH GOYAL
Practicing Company Secretary
GOYAL DIVESH& ASSOCIATES

Mob: +918130757966
csdiveshgoyal@gmail.com

having the same registered office address, if any

F.
G.

H.

After completing of above mentions procedure the registrar of company will issue a
certificate. (Change will take effect from the date of the registrars Certificate).
The second proviso rule 28(2)(b) provides that shifting of registered office shall not be
allowed if any inquiry, inspection or investigation has been stared against the company or
prosecution under the Act is pending.
Section 12(3): The change of Location of Registered office shall be noted in the Name
Board kept on the outside of every office of the company, its letter heads, business letters,
bills of exchange and other documents where the registered office is mentioned

(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice
from Delhi and can be contacted at csdiveshgoyal@gmail.com) Disclaimer: The entire contents
of this document have been prepared on the basis of relevant provisions and as per the
information existing at the time of the preparation. Though utmost efforts has made to provide
authentic information, it is suggested that to have better understanding kindly cross-check the
relevant sections, rules under the Companies Act, 2013. The observations of the author are
personal view and the authors do not take responsibility of the same and this cannot be quoted
before any authority without the written

CS Divesh Goyal
GOYAL DIVESH & ASSOCIATE
Mob: +91-8130757966
csdiveshgoyal@gmail.com