Checklist to Change registered address of company from one state to another

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Checklist to Change registered address of the company from one state to another

Checklist/Guidelines for change of registered address of the company from one state to another
Applicable Sections under Companies Act 2013 –
  • Section 4
  • Section 12 
  • Section 13 
Applicable Rule under Companies (Incorporation) Rules, 2014 –

  • Rule 30 
  • Rule 31
  • Rule 27
Procedure for change of registered address of the company from one state to another

  • Notice of Board Meeting to be sent to all the directors for change in the registered office of the company from one state to another.
  • Issue Notice of EOGM.
  • Convene EOGM. Special Resolution for Alteration of Address Clause of MOA, and shifting of Registered Address from state one to state two...
  • Copy of Advertisement shall be served on the Central Government immediately, serve through speed post with AD to each debenture holder and creditor, serve through speed post with AD to the regulatory body if any.
  • Notice Application to ROC (File GNL-1) & Chief Secretary of the State for change in registered office.
1. a copy of the notice convening the general meeting along with relevant Explanatory Statement;
2. a copy of the special resolution sanctioning the alteration by the members of the company;
3. Copy of Board Resolution
4. An affidavit verifying the application.
5.declaration by at least 2 directors, stating full inquiry into the affairs has been done
6. an affidavit verifying the list of creditors and the list of creditors has been done after inquiry and is correct;
7. Declaration by at least 2 directors, stating no employee shall be retrenched due to shifting of office from one state to another.
8. SRN of Form GNL-1
9. Application to Chief Secretary of State one with Dispatch Proof
10. Objections received if any and responses to objections in tabular form from the company either in physical mode or electronic mode.
11. Existing MOA and AOA
12. Copy of MOA with Proposed alterations
  • If no objection has been received in response to advertisement and notice, the application will be put up for order without hearing. (In case any objection the CG will hold a hearing)
  • No shifting of office from one state to another is allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.
  • The order of the Central Government (Regional Director) approving the alteration of MOA for shifting of registered office from one state to another shall be filed in Form INC 28 within 30 days from the date of receiving the certified copy of the order.
  • File INC 22 for shifting the registered office from state one to state two along with the following attachments:
a) Rent/Lease Agreement
b) Copies of the utility bills
c) Authority letter
d) Certified copy of the order of RD

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