Step 1 –Board Meeting to pass the following resolutions-

  1. Shifting of Registered office of the company from One State to another state;
  2. Alteration of Clause II of MOA;
  3. Fixing up the date, time, and venue of the General Meeting for approval of above resolutions by shareholders;

Step-2

  1. Conducting of the general meeting and obtaining necessary approval;
  2. File E-form MGT-14 to the Registrar of Companies within thirty days of General meeting with the below attachments: –
  1. Copy(s) of Special Resolution(s) along with copy of explanatory statement under section 102.
  2. Altered MOA.

Step-3

Preparation of list of creditors and debenture holders (up to the date not more than one month preceding the date of INC-23 with the below information and requirements-

  1. The names and address of every creditors and debenture holders of the company;
  2. The nature and respective amounts due to them in respect of debts, claims or liabilities;
  3. The list should be duly verified by an affidavit and verified by the Statutory Auditors;
  4. The List shall be available for inspection at the Registered Office.

Step-4 Company should publish a notice in Form No.INC.26, in vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated and one in English language in an English newspaper (with wide circulation) in the state in which the registered office of the company is currently situated.

The copy of advertisement shall be immediately filed to the Regional Directors Office.

The copy of advertisements shall be immediately sent by registered post with an acknowledgement due to the followings-

  1. Individual Notice as per Rule 30(5)(b) shall be sent for inviting objection from the Creditors and Debenture Holders, if any not more than 30 days before filing of INC-23;
  1. A notice together with the copy of application/petition as per Rule 30(5)(c) to the followings (not more than thirty days before filing INC-23) –
  2. RoC;
  3. SEBI (in case applicable–listed company);
  4. Chief Secretary of the concerned State Government;
  5. Any other concerned regulatory authority;

Step-5

Filing of application/petition to the ROC in e-form GNL-1 along with the following attachments-

  1. The detailed application/petition (serially numbered);
  2. Proof of service of the application to the Chief Secretary;

Step-6

Filing of e-Form INC-23 for application to R.D. within 1 month of list of creditors along with the below attachments-

  1. Copy of MOA;
  2. CTC of Special Resolution sanctioning alteration;
  3. CTC of minutes of the General Meeting at which the resolution authorizing alteration was passed;
  4. POA/Board resolution/vakalatnama;
  5. Affidavit verifying that there is no-retrenchment of Employees;
  6. Copy of published advertisements;
  7. Proof of service of the application along with the authenticated copies of notices inviting objections sent;
  8. List of creditors and debenture holders and Statutory Auditor’s certificate;
  9. NOC from creditors/debenture holders or all copies of objections received (if any);
  10. CTC of notice of General Meeting with explanatory statement;
  11. Proof of service of the notice inviting objections;
  12. Certificate of incorporation of company;

m) List of shareholders and directors;

n) Petition/application;

  • Affidavit from all the Directors;
  • Affidavit verifying the application;
  • Affidavit verifying the dispatch of notices;
  • Affidavit that neither any inquiry, inspection or investigation initiated against the Company nor any     prosecution is pending against the company;
  • Affidavit verifying the list of creditors and debenture holders and affairs of the Company;
  • Affidavit cum undertaking from the directors to meet future debts, liabilities etc.;
  • Affidavit verifying Compliances under the Companies Act, 2013;
  • Affidavit verifying publication
  • Auditors Certificate verifying the list of creditors;
  • Form MGT-14 along with paid challan.
  • Other attachments as per e-Form help.

Step-7

Filing of hard copy of the application/petition, filed INC-23, challan and all documents to concerned RD office.

Step-8

In case of no person has submitted any objection then the application may be put up for orders without hearing and the order either approving or rejecting the application may be passed within 15 days of the receipt of the application.

In case of any objection has been received, then the RD shall hold a hearing and pass necessary order in this regard within 60 days of filing application/petition.

Step-9

Filing of the order received in e-Form INC-28 to the Registrar of Companies within 30 days from the date of receipt of copy of the order.

The following attachments shall be filed along with INC-28-

  1. The order received from Regional Director;
  2. Copy of payment of penalty imposed by RD in its order (if any);

Step-10

Filing of e-Form INC-22 for notice of change of situation of registered office of the company within 30 days of approval of the new address with the following attachments-

  1. Proof of new registered office address;
  2. Utility bill not older than two months;
  3. NOC from Owner of the premises;
  4. List of all companies having the same registered office address, if any
  5. Altered MOA;
  6. CTC of order of RD;
  7. Copy of payment of penalty imposed by RD in its order (if any);
  8. CTC of Special Resolution;

Registrars of both states will grant approval of the form if all the documents are in order.

On above approval the registered office change will be updated.

New Certificate of Incorporation will be issued by the Registrar of the State within 30 days.