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Stepwise procedure for shifting of registered office from one state to another state



1.      Send Board Meetingnotice at least seven  days before thedate of Board Meeting for :

a.      Shifting of Registeredoffice form one state to another state.

b.     Approval of Notice forCalling of Extra ordinary General Meeting (EGM) for passing special resolutionfor shifting of registered office.

c.      Authorization toDirector/ Company Secretary to sign the documents.

d.     Engagement of CompanySecretary to represent the company before Regional Director.

2.      In Case of Listed Company,at least seven days before of the Board Meeting, publish notice of the boardmeeting in the news paper. Simultaneously, send the copies of said publicationto the Stock exchanges.

3.      Hold the Board Meetingand approve the :

a.      Resolution Shifting ofRegistered office from one state to another state.

b.     Notice for Calling of EGMfor passing special resolution for shifting of registered office.

c.      Authorization toDirector/ Company Secretary to sign the documents.

d.     Engagement of CompanySecretary to represent the company before Regional Director.

4.      Intimate the StockExchanges about passing of resolution in the board meeting.

5.      Send Notice of the EGMto at least 21 days clear days before the members of the company.Simultaneously, send the copies of said notice to the Stock exchanges.

6.      Publish the notice ofEGM in news paper and send the copy of such publication to the stock exchanges.

7.      Hold EGM of the companyand pass the special resolution for shifting of registered office from onestate to another state and authorize Director/ Company Secretary to sign/ file/deal with department.

8.      Intimate the conclusionof the EGM to the stock exchanges.

9.      File eform MGT-14 withROC for registering special resolution passed in the EGM.

10.  Prepare the applicationfor shifting of registered office to be filed to Regional Director. Submit thecopy of the said application with Chief Secretary with the respective state.

11.  File eform INC 23 andattached the following documents :

a.      a copy of the memorandumand articles of association;

b.     a copy of the noticeconvening the general meeting along with relevant Explanatory Statement;

c.      a copy of the specialresolution sanctioning the alteration by the members of the company;

d.     a copy of the minutes ofthe general meeting at which the resolution authorizing such alteration waspassed, giving details of the number of votes cast in favor or against theresolution;

e.      an affidavit verifyingthe application;

f.       the list of creditorsand debenture holders and their respective amount. Bifurcation of Secured andunsecured creditors should be mentioned. List of Creditors be as per latestpracticable date but shall not be one month later than the filling ofapplication to Regional director.

g.     an affidavit verifyingthe list of creditors;

h.     Latest AuditedBalancesheet alongwith Auditors report and annexures.

i.       Copy of board resolution/Power of Attorney/ Vakalatnama authorizing to represent the company beforeRegional Director.

12.  Simultaneously, file theabove said documents in original to the Regional Director office.

13.  On filing of eform,Regional Director shall intimate the date of hearing.

14.  Company shall Thecompany shall at least fourteen days before the date of hearing :

a.      advertise theapplication in the Form No.INC.26 in a vernacular newspaper in theprincipal vernacular language in the district in which the registered office ofthe company is situated, and at least once in English language in an Englishnewspaper circulating in that district;

b.     serve, by registeredpost with acknowledgement due, individual notice(s), to the effect set out inclause (a) on each debenture-holder and creditor of the company; and

c.      serve, by registeredpost with acknowledgement due, a notice together with the copy of theapplication to the Registrar and to the Securities and Exchange Board of India,in the case of listed companies and to the regulatory body, if the company isregulated under any special Act or law for the time being in force.

15.  Attend the hearingbefore the Regional Director.

16.  After being satisfied,Regional Director may make an order confirming the alteration on such terms andconditions, if any, as it thinks fit, and may make such order as to costs as itthinks proper.

17.  File the Certified copyof Order in INC 28 with in 30 days of its receipt.

18.  File INC 22 with ROC.

19.  Intimate the StockExchanges and other government department about such change.

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