Inter State Shifting of Registered Office

By Mr. Manish Negi

Ministry of Corporate Affairs has issued a notification on 10/074/2012 and delegated the powers of section 17, 141 & 188 of the Companies Act, 1956 to the Regional Director and also change the procedure of filing the Petition for the approvals in the respective sections.

The changed procedure has been effective w.e.f. 12th August, 2012.

Revised Procedure for filing petition for changing the Registered Office from one State to another State

1. Hold a Board Meeting to consider the proposal and approve the notice of General Meeting and authorise the CS or Director to move a petition to Regional Director.

2. Issue the notice of General Meeting.

3. Hold General Meeting and pass the Special Resolution which is subject to the approval of Regional Director.

4. File form 23 within 30 days of Special Resolution.

5. In case of listed companies:-

a. Forward three copies of notice to the SE where the shares of the Company are listed.

b. Forward to the SE the proceedings (minutes) of the BM and GM.

6. Prepare a list of Creditors and Debenture holders and intimate them accordingly. The list is required to be filled with the petition and should be duly verified by an affidavit.

7. Atleast one month before filing the petition under Section 17 along with from 24AAA, the company is required to publish a general notice in a newspaper one in regional language and one in English in daily newspaper circulating in the State.

8. The notice shall state that any person whose interest is likely to be affected due to change may intimate to the Regional Director within 21 days of the notice.

9. The notice is also required to be send to each Creditor and Debenture holder of the Company under Certificate of Posting

10. A copy of notice along with the copy of petition is also required to be sent to the Chief Secretary of the State or Union Territory concerned.

11. Any person intending to oppose the petition shall within 21 days from the date of service or publication of the notice, as the case may be deliver or send by registered post, the objections supported by an affidavit, in original to the Regional Director and shall also serve a copy of the objections on the company at its registered office.

12. If no response is received by the Regional Director within the specified time all the person concerned shall be deemed to have consented to the alteration proposed in the petition. However, the Regional Director may permit any person to file objections even after the final hearing after giving notice to the Company.

13. Prepare petition in revised form no. 1 and File it in e Form 24AAA of the Companies Act, 1956. It should be duly verified by an affidavit.

14. Following documents are to be attached with form 24AAA:

a. Copy of complete set of petition

b. Affidavit verifying the petition

c. Copy of notice calling for meeting with explanatory statement

d. Copy of Special Resolution sanctioning the alteration by the members

e. Copy of minutes of the meeting at which the special resolution was passed

f. Memorandum of appearance with copy of Board Resolution or the executed vakalatnama, as the case may be.

g. Affidavit proving dispatch and service of notice together with newspaper cuttings

h. Affidavit verifying list of creditors

15. The petition shall contain a list of Creditors and / or debenture holders stating the name, address and amount due to each of them to the latest practicable date preceding the ate of filing of the petition which shall not precede the date of filing by more than one month. An authenticated copy of list of creditors and debenture holders shall be kept at the registered office of the Company for inspection purpose.

16. The above list of Creditors and / or debenture holders shall be verified by an affidavit sign by the 2 Directors one of whom shall be Managing Director, if there is one, and Company Secretary, if any, to the effect that they have made full inquiry into the affairs of the Company and, having done so, have formed the opinion that the above list is correct.

17. Where no objection has been received, the Regional Director may pass necessary Orders with or without Hearing.

18. Following documents are required to be attached with the petition:-

a. Certified copy of the amended MOA and AOA.

b. Copy of the notice calling the General Meeting with explanatory statement.

c. Copy of Special Resolution.

d. Minutes of the General Meeting.

e. Affidavit verifying the petition.

f. Bank Draft\Challan evidencing payment of Fee.

g. Memorandum of appearance along with the copy of Board Resolution or duly executed Vakalatnama.

h. Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report.

i. Affidavit proving the dispatch and service of notice together with newspaper cutting.

j. Certified copy of List of Creditors along with the affidavit verifying the list of Creditors.

k. Acknowledgement of the receipt from the Chief Secretary of the State Government/ Administrator, where applicable.

19. The Company shall within 30 days from receiving the order file the Certified copy of the orders to the ROC in form no. 21 along with the prescribed filing fees.

20. File form 18 within 30 days of change.

21. The Registrar shall within one month of filing the order register the same and shall issue a certificate indicating new CIN to that effect and thereafter the Company shall be required to file all the documents with the ROC in whose jurisdiction, the registered office of the company has been situated.

22. Make alteration in the MOA with respect to the state in every copy of Memorandum.

23. Notify the change of registered office in newspaper.

24. Each stationery, banner, signboard, bills, invoice etc. should show the new address and necessary advice should be sent to shareholders, debenture holders, and other concerned parties.

For assignments relating to company law, Contact Manish Negi at E mail -