Transfer a registered office from one State to another State

Q. 1. How to transfer a registered office from one State to another State?

Shifting a company's registered office from one State to another involves several legal and procedural formalities. The process of shifting the registered office of a company from one State to another State can be broadly divided into the following steps:

• Hold a Board Meeting: The company's Board of Directors must pass a resolution approving the shifting of the registered office from one State to another.
• Call a General Meeting: The company must call a General Meeting of its shareholders and pass a special resolution approving the shifting of the registered office from one State to another. The notice of the General Meeting must be sent to all the shareholders, debenture holders, and creditors of the company at least 21 days before the meeting.
• File an Application with the Registrar of Companies (RoC): The company must file an application with the RoC in the State where the registered office is currently located, seeking approval for shifting the registered office to another State. The application must be accompanied by various documents, including the special resolution passed by the Board of Directors, the notice of the General Meeting, and the altered Memorandum of Association and Articles of Association.
• File an Application with the RoC in the New State: The company must file another application with the RoC in the State where the registered office is proposed to be shifted, seeking approval for the shifting of the registered office. The application must be accompanied by various documents, including the special resolution passed by the Board of Directors, the notice of the General Meeting, and the altered Memorandum of Association and Articles of Association.
• Publish a Notice in Newspapers: The company must publish a notice in the newspapers in the State where the registered office is currently located and where the registered office is proposed to be shifted, informing the public about the proposed shifting of the registered office.
• Obtain Approval from the Regional Director: If the company has a paid-up share capital of Rs. 2 crores or more, it must obtain approval from the Regional Director of the Ministry of Corporate Affairs to shift the registered office.
• File Form INC-22: After obtaining the necessary approvals, the company must file Form INC-22 with the RoC in the State where the registered office is proposed to be shifted, informing the RoC about the new address of the registered office.
• Update the New Address: After the RoC approves the shifting of the registered office, the company must update the new address of the registered office in all its official documents, including its letterheads, business cards, website, and other communication materials.

It is important to note that the process of shifting a company's registered office from one State to another may vary depending on the specific circumstances of the company and the State where the registered office is proposed to be shifted.

Q. 2. What documents are required to shift the registered office from one State to another?

Shifting the registered office from one State to another requires several legal formalities, including filing various documents with the Registrar of Companies (RoC). The documents required for shifting the registered office from one State to another State are:

1. A special resolution was passed by the Board of Directors approving the shifting of the registered office from one State to another.
2. A notice of the proposed shifting of the registered office to the RoC in the existing State.
3. A notice of the proposed shifting of the registered office to the RoC in the State where the registered office is proposed to be shifted.
4. A copy of the Memorandum of Association (MOA) and Articles of Association (AOA).
5. A copy of the general meeting minutes at which the special resolution was passed.
6. A copy of the altered MOA and AOA.
7. A copy of the order of the competent authority approving the shifting of the registered office, if any.
8. A director or key managerial personnel declaration that the company has not defaulted in payment of dues to its workers.
9. A Statement showing the authorized and paid-up capital of the company.
10. A list of creditors and debenture holders, along with their consent to the shifting of the registered office.
11. A list of members, debenture holders, and creditors, along with their consent to the shifting of the registered office.
12. A copy of the latest audited financial Statements.
13. A copy of the board resolution authorizing a person to sign and submit the documents.
14. A copy of the lease agreement or the sale deed of the new registered office.
15. Any other document that the RoC may require.

It is important to note that the documents required may vary based on the specific circumstances of the company and the State where the registered office is proposed to be shifted.

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