• Alteration of the memorandum relating to the place of the registered office from one state to another shall not have any effect unless it is approved by the Central Government(Delegated to RD) on an application in this behalf made by the company vide notification dated 19th December, 2016 

• In case of section 8 companies the alteration of the memorandum relating to the place of the registered office from one state to another shall not have any effect unless it is approved by the concerned Registrar of companies (ROC) in GNL-1

Procedure is to be followed for shifting of registered office of a Company from one state to another as per the Companies (Incorporation) Rules, 2014:-

Compliance related to Convey Board Meeting :

ü  Call a Board Meeting to consider the proposal to shift the registered office of the Company to another state or union territory.

ü  Hold a meeting of Board of Directors to pass the necessary Board Resolution for approving proposal of shifting of registered office from one state to another state subject to the approval of shareholders in general meeting approval of RD and ROC

ü  To fix day, date, time and venue for holding general meeting of the Company for passing a special resolution for altering the memorandum of association of Company so as to change the situation of its registered office to another state, subject to the approval of RD and ROC.

ü  To approve the draft notice of general meeting along with explanatory statement annexed to the notice

Compliance related to Convey Meeting of members:

ü  Send notice of the General meeting proposing the aforementioned special resolution to all the shareholders, directors, auditors and other persons entitled to receive it.

ü  Hold the general meeting on the fixed day and pass the Special Resolution by 3/4^th majority for altering the memorandum of association of Company so as to change the situation of shifting of Registered Office of the Company to another state, subject to the approval of RD and ROC.

ü  File certified copy of special resolution(s) passed in general meeting with the Registrar in E-Form No. MGT.14 within 30 days of passing Special Resolution in general meeting along with the following attachments:

• Copy of Special Resolution passed along with Explanatory Statement.
• Notice for convening the General Meeting of the Company 

   ü  Prepare a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of the application by not more than one month setting forth the following details:

• the names and address of every creditor and debenture holder;
• the nature and respective amounts due to them in respect of debts, claims or liabilities

Publication of Advertise in news paper

At least 14 days before the date of hearing, the Company is required to:

ü  Serve individual notices, by registered post with acknowledgement due, to each debenture holders and creditors of the company.

 üServe, by registered post with acknowledgement due, a notice together with the copy of application to the Registrar and to the SEBI, in the case of listed companies and to the regulatory body,

 ü  Check whether any objection of any person whose interest is likely to be affected by the proposed application has been received by the Company.

 Serve a copy of the application along with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the Registered Office of the Company is situated.

FILE AN APPLICATION WITH THE RD IN FORM NO. INC.23 WITHIN 1 MONTH OF THE DATE OF PREPARATION OF THE LIST OF CREDITORS AND AFTER 14 DAYS FROM THE DATE OF ADVERTISING THE APPLICATION, ALONG WITH THE FOLLOWING DOCUMENTS IN FORM NO. INC.23:

• Certified true copy of the MOA and AOA of the Company.
• Certified true Copy of the notice convening the general meeting along with relevant Explanatory Statement. Certified true Copy of the special resolution sanctioning the alteration.
• Certified true copy of the minutes of the meeting at which the special resolution was passed, giving details of the number of votes cast in favor or against the resolution.
• An affidavit verifying the application.
• List of creditors and debenture holders entitled to object to the application.
• Affidavit verifying the list of creditors, signed by the Company Secretary of the company, if any and at least two directors of the company, one of whom shall be a managing director, if any to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge.
• Document relating to payment of application fee.
• Copy of Board Resolution or Power of Attorney or the executed Vakalatnama, as the case may be.
• Affidavit from the directors stating that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state.
• Copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar Copy of the acknowledgment of service of a copy of the application with complete annexures to Chief Secretary of the state or union territory where the registered office is situated at the time of filing the application.
• Copy of advertisement in newspapers;
• Details of prosecution/inspection/inquiry/Investigation filed against the company and its officers in default
• Copy of objections received, if any.

• If any objection of any person whose interest is likely to be affected by the proposed application has been received then serve a copy thereof to the Central Government on or before the date of hearing.
• If no objection has been received from any of the parties, who have been duly served, the application may be put up for orders without hearing. 

• The Central Government shall ensure that every creditor and debenture holder who signifies his objection in the manner directed by the Central government, either his consent has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government. 

• The Central Government shall dispose of the application within a period of 60 days and make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper. 

• File the certified copy of the order of the Central Government in Form No. INC.28 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 with the Registrar of each of the States within 30 days from the date of receipt of certified copy of the order.

• The Registrar shall register the change of registered office and the Registrar of the State where the registered office is being shifted to, shall issue a fresh certificate of incorporation indicating the alteration 

• The certificate issued by the Registrar shall be conclusive evidence that all requirements have been complied with and the change shall take effect from the date of the certificate.

THE FOLLOWING DOCUMENTS ARE REQUIRED TO BE ATTACHED TO FORM NO. INC.22:

a)       Registered document of the title of the premises of the registered office in the name of the company; OR

Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than 1 month; OR

Authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and 

b)      NOC from director, if registered office is owned by the Director and not taken on lease by the Company 

c)       Proof of evidence of any utility service bill like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than 2 months.

       Issue a general notice by way of an advertisement in newspaper(s) informing all members and other concerned persons, about the change of situation of the registered office of the company. 

       Make necessary changes in every copy of the MOA/AOA, 

       Change the address of registered office of the Company on outside of every office, building etc.

       Alter the address printed on all business letters, letter heads, Billheads, Invoice Forms, Receipt Forms and all other official publications. 

       Update new address of registered office with all the banks where Company is operating Bank Accounts

Intimation about change of address of the company with various govt. authorities like income tax department ,Central Excise Authorities, Customs Authorities, Sales Tax Authorities and Service tax Department etc or surrender the old registrations and obtain the new registrations, as applicable.