The company or LLP
may do by passing a special resolution and getting confirmation of the company's law board. The company or LLP also required to give an advertisement in the newspaper indicating the change proposed to be made and also a notice has to give to the state government when it proposed to transfer. The registered office from one state to another. Here the following procedure for shifting the registered office from one state to another state. step-1: Prepare a draft for memorandum and articles of association of the company. step-2: Hold a board meeting with directors. The standards prescribed by ICSI in SS-1 for board meetings, and get the notice calling for the extraordinary general meeting (EGM) signed by the directors. step-3: convene an EGM of shareholders and pass the special resolution by the members for a change of the company in a Memorandum of Association (MOA). The special resolution means a decision taken by more than 75% of voting rights. step-4: File the certified copy of resolution in the form MGT-14 with the prescribed fee within 30 days of the passing of the resolution to the ROC. step-5: File application in form INC 23 in seeking approval for alteration of MOA with regards to the relocation, with the federal government along with the following documents,
- A copy of the amended of MOA and Article of Association (AOA) of the company
- A copy of minutes of a general meeting recording the votes
- A special resolution passed by the members for the alteration of MoA and AoA.
- Copy of power of attorney or board resolution.
- List of creditors and debenture holders of the company. Who has entitled to object to the application, along with their address, nature of the debt, and the amount due
- Copy of authority letter, the board of resolution for the person who will appear in the hearings, if any, and
- An affidavit from the directors is that no employee shall retrench as a consequence of shifting of RO.
The application must sent to the chief secretary and register of the state. Where the registered office of the company situates.
step-6: 30 days prior to the hearing, advertise the application in two newspaper indicating the change proposed to make. One in the English language and another in the principal language of that state.
step-7: Send the notice of the application by registered post to all the creditors and debenture holder, registrar, chief secretary of the state, or any relevant regulatory authority that governs the company under a particular law, such as security exchange bank of India (SEBI), if the company is listed in Reserve bank of India (RBI), and if the company is registered under RBI or income tax department.
step-8: If an objection has raised by any person whose interest has likely affected by the proposed application. And send a copy of the objection to the federal government or regional director on or before the hearing.
step-9: Where no objection has received. The regional director may confirm the change by making an order with or without any terms and condition.
step-10: Once the order has passed. The shifting of the registered office has approved to file form INC-22 with both ROCs along with the supportive documents. Thereafter, the file form INC-28 to the ROC within 30 days of the order to make it effective.