Shifting of registered office of the company – One Person Company Registration

Shifting of registered office from One State or Union Territory to another State

An application under sub-section (4) of section 13, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC. 23 along with fee and shall be accompanied by the following documents, namely:-

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  • A copy of Memorandum of Association , with proposed alterations;
  • A copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes case in favor or against the resolution;
  • A copy of Board Resolution of Power of Attorney or the executed Vakalatnama, as the case may be.

There shall be attached to the application, a list of creditors and  debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details, namely:-

  • The names and address of every creditor and debenture holder of the company;
  • The names and respective amounts due to them in respect of debts, claims or liabilities;

Provided that the list of creditors and debenture holders, accompanied by declaration signed by the Company Secretary of the company, if any, and not less than two directors of the company, one of whom shall be a managing director, where there is one, stating that

  • They have made a full enquiry into the affairs of the company and, having done so, have concluded that the list of creditors are correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge, and
  • No employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory.

A duly  authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company. There shall also be attached to the application a copy of the acknowledgement of service of copy of a copy of the application with complete annexures to the registrar and Chief Secretary of the State Government or union territory where the registered office is situated at the time of filing the application.

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The company shall, not more than thirty days before the date of filing of the application in Form No. INC. 23-

  • Advertise in the Form No. INC. 26 in the vernacular newspaper in the principal vernacular in the district and in English language in an English newspaper with widest circulation in the date in which the registered office of the company is situated: provided that a copy of advertisement shall be served on the Central Government immediately on its publication.
  • Serve, by registered post with acknowledgement due, individual notice, to the effect set out in clause (a) on each debenture holder and creditor of the company; and
  • Serve, by registered post with acknowledgement due, a notice together with the copy of the application 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 is regulated under any special Act or law for the time being in force.

There shall be attached to the application a duly authenticated copy of the advertisement and notices issued under sub-rule (5), a copy each of the objection received by the applicant, and tabulated details of responses along with the counter-response from the company received either in the electronic mode or in physical mode in response to the advertisements and notices issued under sub-rule (5). Where no objection has been received from any person in response to the advertisements or notice under sub-rule (5) or otherwise, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of receipt of the application.

Where an objection has been received,

  • The Central Government shall hold a hearing or hearings, as requires and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.
  • Where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.
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The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit, and may include such order as to costs as it thinks proper: Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act. On completion of such enquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, shifting of registered office shall be allowed.

The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one state to another, shall be filled in Form No. INC. 28 along with the fee as with the Registrar of the state within thirty days from the date of receipt of certified copy of the order.

Change of objects for which money is raised through prospectus

Where the company has raised money from public through prospectus and has any unutilized amount out of the money so raised, it shall not change the objects for which the money so raised is to be applied unless a special resolution is passed through postal ballot and the notice in respect of the resolution for altering the objects shall contain the following particulars, namely:-

  • The total money received;
  • The total money utilized for the objects stated in the prospectus;
  • The particulars of the proposed alteration or change in the objects;
  • The unutilized amount out of the money so raised through prospectus;
  • The jurisdiction for the alteration or change in the objects;
  • The amount proposed to be utilized for the new projects;
  • The estimated financial impact of the proposed alteration on the earnings and cash flow of the company;
  • The other relevant information which is necessary for the members to take an informed decision on the proposed resolution;
  • The place from where any interested person may obtain a copy of the notice of resolution be passed.

The advertisement giving details of each resolution to be passed for change in objects which shall be punished simultaneously with the dispatch of the postal ballot notices to shareholders. The notice shall also be placed on the website of the company, if any.

Alteration of articles

For effecting the conversion of a private company into a public company vice versa, the application shall be filed in Form No. INC. 27 with fee. Subject to the provision of sub-rule (1), for effecting the conversion of a public company into a private company, a copy of the order of the Tribunal approving the alteration, shall be filed with the Registrar in Form No. INC-27 with the fee together with the printed copy of altered articles within fifteen days from the date of receipt of the order from the Tribunal.

Copies of memorandum and articles

A company shall on payment of fee, send a copy of the following documents to be a member within seven days of the request being made by him-

  • The memorandum;
  • The articles
  • Every agreement and every resolution referred to in sub-section (1) of section 117, if and so far as they have not been embodied in the memorandum and articles.

Service of documents

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Young woman in business wear standing with armes crossed in business environment, with copy space.

A document may be served on a company or an officer thereof through electronic transmission. For the purposes of sub-rule (1), the term,  “electronic transmission” means a communication delivered by-

  • Facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively which the company or the officer has provided from time to time for sending communications to the company or the officer respectively;
  • Posting of an electronic message board or network that the company or the officer has designated for such communication, and which transmission shall be validly delivered upon the posting; or
  • Other means of electronic communication in respect of which the company or the officer has put in place reasonable systems to verify that the sender is the person purporting to send the transmission; and
  • That creates a record that is capable of retention, retrieval and review, and which may thereafter be rendered into clearly legible tangible form.

A document may be served on the Registrar or any member through electronic transmission. For the purposes of sub-rule (3), the term, “electronic transmission” means a communication delivered by-

  • Facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the Registrar or the member has provided from time to time for sending communications to the to the registrar or the member respectively;
  • Posting of an electronic message board or network that the Registrar or the member has designated for those communications, and which transmission shall be validly delivered upon the posting; or
  • Other means of electronic communication, in respect of which the Registrar or the member has put in place reasonable systems to verify that the sender is the person purporting to send the transmission, and that creates a record that is capable of retention, retrieval and review, and which may thereafter be rendered into clearly legible tangible form.

For the purposes of sub-section (1) and (2) of section 20, “courier” means a document sent through a courier which provides proof delivery. In case of delivery by post, such service shall be deemed to have been effected, in the case of a notice of a meeting of the company, at the expiration of forty eight hours after the letter containing the same is posted; and in any other case, at the time at which the letter would be delivered in the ordinary course of post.

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