Explain the Procedure of Alternation of Registered Office Clause.

Procedure of Alteration of Registered Office Clause.

Shifting of the Registered Office outside the local limits of any city, town or village: 

The company, in such a case, has to pass a special resolution. The company has to give the notice of the change of the Registered Office to the Registrar within 15 days of the change, who shall record the same.

Shifting of the Registered Office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same state: 

The company, in such a case has to pass a special resolution and the change must be confirmed by the Regional Director. The procedure as given in Rule 28 of the Companies (Incorporation) Rule 2014 pertaining to shifting of Registered Office from the jurisdiction of one Registrar to the jurisdiction of another Registrar is as fellows:

An application seeking confirmation from the Regional Director for shifting the registered office within the same state from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director along with the requisite fee.

The company shall, not less than one month before filing any application with the Regional Director for the change of registered office

Publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated and circulating in that district and

Serve individual notice on each debenture-holder, depositor and creditor of the company, clearly indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration of the Memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within twenty one days of the date of publication of that notice.

If the Regional Director does not receive any objection within twenty one days from the date of service or publication of the notice, the person concerned shall be deemed to have given his consent to the change of registered office proposed in the application.

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.

Shifting of Registered Office from one State or Union territory to another State:

The alteration of the Memorandum relating to the place of the registered office from one state to another requires

  • Passing of the special resolution, and
  • Approval of the Central Government

The prescribed rules in this connection :

An application for the purpose of seeking approval for alteration of Memorandum with regard to the change of place of the registered office from one State or Union territory to another, should be filed with the Central Government along with the requisite fee. The application should be accompanied by the following documents :

  • A copy of the Memorandum and Articles of Association;
  • A copy of the notice convening the general meeting along with relevant Explanatory Statement;
  • A copy of the special resolution sanctioning the alteration by the members of the company;
  • 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 cast in favor Or against the resolution
  • an affidavit verifying the application;
  • the list of creditors and debenture-holders entitled to object to the application;
  • an affidavit verifying the list of creditors;
  • the document relating to payment of application fee;
  • a copy of Board Resolution or Power of Attorney or the executed Vakalatnama, as the case maybe.

Before confirming the alteration, the Central Government shall ensure that, with respect to every creditor and debenture-holder who, in the opinion of the Central Government, is entitled to object to the alteration, and who signifies his objection in the manner directed by the Central Government, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government.

The Central Government may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.

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.

In case of shifting of the Registered Office from one state to another state, a certified copy of the order of the Central Government approving the alteration has to be filed by the company with the Registrar of both the states within such time and in such a manner as may be prescribed. Both the Registrars would register the same and the Registrar of the state where the Registered office has been shifted would issue a fresh Certificate of The Certificate would indicate the alteration.

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