Shifting your company's registered office across state lines in India can be a complex process, but with careful planning and execution, you can navigate it successfully. This article outlines the legal requirements and steps involved.
Are you a business owner in India contemplating a move to a different state? Shifting your company’s registered office across state lines can be exciting and transformative. However, this process can be complicated and requires careful planning and execution.
Here, we will explore the legal requirements and step-by-step process of changing your company’s registered office across state lines in India.
Understanding the Legal Framework
When it comes to moving your company’s registered office across state lines in India, it is essential to have a clear understanding of the legal framework that governs such a transition. Here are key points to consider when understanding the legal framework for office relocation:
- Companies Act and Rules
The Companies Act, 2013, and associated rules govern the relocation process.
- Memorandum and Articles
The MoA and AoA may require amendment to reflect the new address.
- Resolutions
Obtain board and shareholder approvals through resolutions.
- Registrar of Companies (RoC)
File necessary documents with the RoC within the specified timeframe.
- Gazette and Newspaper
Publish notices in the official Gazette and local newspapers in both states.
- Compliance and Documentation
Update records, licenses, and agreements as per the new state’s laws.
- Government Authorities
Inform relevant authorities such as tax and municipality departments.
Legal Requirements for Shifting Registered Office
Before you start the process, it’s essential to understand the legal requirements involved in shifting your company’s registered office. The Companies Act, 2013 governs the process of shifting a company’s registered office from one state to another.
Some of the legal requirements for shifting registered office are as follows,
- Familiarise yourself with the applicable laws and regulations governing office relocation in India
- Conduct a board meeting and pass a resolution approving the relocation
- Obtain consent from shareholders through a special resolution
- File the necessary documents with the Registrar of Companies (RoC) within 30 days of the change
- Update the Memorandum of Association (MoA) and Articles of Association (AoA) to reflect the new registered office address
- Publish a notice in the official Gazette and at least one local newspaper in the current and new states
- Update all business stationery with the new registered office address, including letterheads, invoices, and website.
Approval of the Board of Directors
The first step in the process is to obtain approval from the company’s board of directors. The board must pass a resolution approving the shift and authorising a director or company secretary to apply for the approval of the NCLT.
The resolution must be passed at a board meeting and the meeting minutes must be properly recorded.
Conducting General Meetings of Shareholders
After obtaining the approval of the board of directors, the company must conduct a general meeting of shareholders to pass a special resolution approving the shift. The meeting notice must be sent to all shareholders at least 21 days before the meeting, and the resolution must be passed by a majority of at least three-fourths of the shareholders present and voting.
Filing of Application with Registrar of Companies
Once the special resolution is passed, the company must file an application with the Registrar of Companies (ROC) in the state where the registered office is currently located. The application must include the following documents:
- A certified copy of the special resolution approving the shift
- A copy of the notice of the general meeting and the explanatory statement
- A copy of the minutes of the general meeting
- A list of creditors and debenture holders, along with their consent to the shift
- A list of directors and shareholders of the company
- An affidavit verifying the application
Approval of Regional Director
After receiving the application, the ROC will forward it to the Regional Director (RD) for approval. The RD may require additional documents or information before granting approval. Once the RD is satisfied with the application, they will issue an order approving the shift.
Publication of Notice
After receiving the RD’s approval, the company must publish a notice in a local newspaper in the state where the registered office is currently located and in the state where the registered office is being shifted. The notice must include the details of the shift and the date on which it will take effect.
Filing of Confirmation Statement
Within 30 days of publishing the notice, the company must file a confirmation statement with the ROC in the state where the registered office is currently located. The confirmation statement must include a copy of the newspaper advertisement, along with a copy of the RD’s approval order.
Issuance of Certificate of Registration
After receiving the confirmation statement, the ROC will issue a certificate of registration, indicating that the company’s registered office has been shifted to the new state. The company must update its letterheads, billheads, and other official documents to reflect the new address.
Conclusion
Shifting your company’s registered office across state lines can be complex and time-consuming. It’s essential to follow all the legal requirements and obtain the necessary approvals from the board of directors, shareholders, ROC, and RD. Following the steps outlined in this article can ensure a smooth transition and avoid any legal or operational issues.
Vakilsearch can assist you with shifting your company’s registered office across state lines in India. Our team of experienced legal professionals can guide you through the entire process. Contact us today.
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