Company can shift the registered office of the company by passing special resolution but the alteration of memorandum relating to the change of registered office of the company shall take effect only when it is confirmed by the central government.
For shifting the registered office, company need to follow the following procedure:
1) Hold Board Meeting.
Decide the proposal to shift the registered office of the company from one state
To To fix date time and venue for holding the general meeting of the company to shift the registered office of the company
To approve the notice along with the explanatory statement.
To authorize the company secretary to do all the necessary action for shifting the registered office of the company.
2) Issue Notice.
3) Send 3 copies of Notice to the stock exchange where company is listed.
4) Notice of General meeting need to be published in the newspaper.
5) Hold General Meeting and pass special resolution for altering the Memorandum of association.
6) Proceeding of the general meeting along with 6 copies sends to stock exchange.
7) Filing the copy of Special resolution with the ROC in form MGT-14 within 30 days.
8) Filing of application for seeding approval with the roc in form INC-23 with the necessary document.
9) Following list need to be attached with the application.
List of creditors and debenture holders.
10) Applicant company files an affidavit have formed an opinion that the list of creditors is correct, along with the value.
11) Affidavit for no employee retrenchment.
12) Copy of authenticated creditors.
13) Acknowledgement copy of application sends to Registrar and Chief Secretary.
14) The company shall atleast 14 days from the date of hearing
To Advertise the application in form INC-26 in two newspapers one in English and one in vernacular language.
Serve with registered post with acknowledgment due to each creditors and debenture holders.
Serve by registered post with stock exchange.
15) Where any objection has been raised copy served to the central govt.
16) Where no objection has been received the application may be put for order without hearing.
17) No objection certificate from secured creditors.
18) The central government can make order as to cost as its think proper
19) The copy of the order need to file with INC-28 within 30 days from the date of order certified by the company secretary.
20) INC-22 needs to be filed containing verification for registered office.
21) Issue general notice in the newspaper for the new registered office address.
22) Also inform to the stock exchange.
23) Correct the bill letter head and all other stationery with new registered office address.