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Shifting of Registered office from one state to another :

Checklist specifies :
i. Board Resolution Sectio[n 13(4) & SS-1]:
a. For approving the change in registered office from one state to another.
b. For authorisation to professionals for representation.

ii. Special Resolution [Section 13(4), 96, 100, 110 & SS-2] :
a. For approving the change in registered office from one state to another.
b. For alteration of MOA

iii. Filing of MGT-14 : [Section 117]

 Within 30 days of passing the resolution to the registrar.
 Attachments
a. Copy of Special Resolution along with explanatory statement under section 102
b. Altered MOA
c. Minutes of EGM
d. Shorter notice consent, if any

iv. Newspaper advertisement in INC-26 [Section 13(4) read with Reg. 30(1) and (5) of
Companies (Incorporations) Rules, 2014 ] :
 30 days before the filing of INC-23.
 Publication in :
a. One vernacular newspaper in the principal vernacular language in the district in
which the registered office of the company is situated, and
b. At least once in English language in an English newspaper circulating in that

v. Section 13(4) read with Reg. 30(2) of Companies (Incorporations) Rules, 2014 : Prepare
a list of creditors and debenture holders and intimate them accordingly.
 The list is required to be filed with the application.
 The list should be duly verified by an affidavit.
 List should be verified by the Statutory Auditor of the Company.
 The list should not precede the date of filing of petition by more than 1 month (List
Should not be older than 1 month from filling of petition).

List Contain the Information :

i. The names and address of every creditor and debenture holder of the company;

ii. The nature and respective amounts due to them in respect of debts, claims or liabilities:

Section 13(4) read with Reg. 30(3) of Companies (Incorporations) Rules, 2014 : Duly
authenticated copy of list of creditors shall be kept at Registered office.

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vi. Sending of Individual Notice inviting objection to debenture-holder & creditor of the
company [As per Rule 30 sub rule 5(b)]

vii. Preparing the application for shifting of registered office to be filed to Regional Director
[As per Rule 30 sub rule 5(c)]

Section 13(4) read with Reg. 30(1) and (5) of Companies (Incorporations) Rules, 2014 :
Application made to central government (power delegated to Regional Director).

viii. Filing e-Form INC-23 :

 For approval of Regional Director within 30 days of list of creditors
 Attachments
a. A copy of the Memorandum And Articles Of Association;
b. Certified True Copy of Board Resolution.
c. A copy of the Notice Convening The General Meeting along with relevant
Explanatory Statement;
d. A copy of the Special Resolution sanctioning the alteration by the members of the
company; (if possible supportive by Attendance sheet)
e. A copy of the Minutes of The General Meeting at which the resolution authorizing
such alteration was passed, giving details of the number of votes cast in favor or
against the resolution;
f. An Affidavit Verifying the application (On Stamp Paper duly notarized)
g. The List of Creditors and Debenture Holders entitled to object to the application;
h. An Affidavit Verifying The List of Creditors; (On Stamp Paper duly notarized)
i. The document relating to payment of application fee;
j. Copy of News Paper Advertisement.
k. Affidavit by Director verifying non-retrenchment of employees
l. Affidavit verifying the Publication of News Paper Notice.
m. Memorandum of Appearance and Board resolution authorizing company secretary /
Chartered Accountant or advocate
n. A copy of Board Resolution Or Power Of Attorney or the executed Vakalatnama, as
the case may be (in the favour of Professional)
o. An Affidavit verifying the list of Employees.(On Stamp Paper duly notarized)
p. Copy of the latest audited balance sheet and profit and loss account of the company
along with auditors’ and directors’ report.
q. Affidavit proving the dispatch and service of notice to the Chief Secretary.
r. Board resolution authorizing the director to submit the petition.
s. Form MGT-14 along with paid challan.

Further, Hard copy of the petition is to be submitted with Concerned Regional Director
Office [Section 13(4) read with Reg. 30 of Companies (Incorporations) Rules, 2014 ]

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AFFIDAVIT : An affidavit verifying the petition on a non judicial stamp paper, which is notarized,
shall be attached. Five affidavits are to be given along with the petition.

i. One affidavit is verifying the petition;

ii. One affidavit is verifying publication of notice
iii. One affidavit verifying the creditors.’
iv. One affidavit verifying the Non retrenchment of Employee
v. One Affidavit from Director in terms of rules
vi. One Affidavit from Director that there is no enquiry, inspection, investigation and
prosecution is pending against the Company

Where the 3rd, 4th & 5th affidavit shall be given by two directors of the company.

In case there is no objection received : In case there objection has been received :
The application may be put up for orders without The Regional Director shall call for hearing
hearing & the order either approving or rejecting and direct the company to file an affidavit to
the application shall be passed within 15 days of record the consensus, it shall pass an order
the receipt of the application. within 60 days of filing the application.

ix. RD Approval [Section 13 read with Reg. 30(9) of Companies (Incorporations) Rules,
2014] :
 Coordinating with ROC for forwarding its report to RD
 Reply to the queries of RD and RD will fix the date of hearing for shifting of
Registered office.

x. Filing INC-28 [Section 13(7) read with Reg. 31 of Companies (Incorporations) Rules,
2014] : Filing of INC 28 within 30 days of receipt of certified copy of the RD order.

xi. Filing e-Form INC-22 [Section 12(4) read with Reg. 25 & 27 of Companies
(Incorporations) Rules, 2014 ] :
 On approval of INC 28, file notice of change of the situation of registered office of the
company within 15 days of approval of INC-28 and verification thereof in Form INC
22 with ROC.
 Attachments
a. Proof of Registered office address
b. Utility Bill not older than 2 months
c. Altered MOA
d. NOC from owner
e. Certified copy of order of Regional Director

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(Rule- 25 of the Companies (Incorporation) Rules, 2014
I. If Premises is on the name of company : The registered document of the title of the premises
of the registered office “in the name of company”.

II. If Premises is not on the name of company, not on rent and not on Lease : Than
Authorization from the owner of the premises + along with the proof of ownership and NOC in
the favour of Company for use of the premises by the company as its registered office.

III. If premises is taken on Lease : The Notarized Copy of Lease deed in the name of the
company along with a copy of rent paid receipt not older than one month.

IV. If premises taken on Rent : The Notarized Copy of Rent Agreement in the name of the
company along with a copy of rent paid receipt not older than one month.

xii. Certificate from Roc [Section 13(7)] : Roc shall issue fresh certificate of Incorporation.

xiii. Post Compliances :

1. Section 15(1) : Alteration made in MOA are noted in every copy of MOA.
2. Section 12(3) : Change the existing registered office address with the new address :
 Outside of every office or place in which business is carried on
 On all business letters, billheads, letter papers and in all its notices and other official

Inform the change in registered office to all statutory authorities wherever

the company is registered.

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