Shifting of Registered Office from One State to Another (Section 13)

# Shifting of Registered Office From One State to Another (Section 13)

This involves an alteration of the memorandum (situation clause) and follows a more elaborate procedure.

## Step-by-Step Procedure

### Step 1: Special Resolution

Pass a Special Resolution in the general meeting of the company.

### Step 2: Application to Central Government

• Apply to the Central Government (power delegated to Regional Director) for approval.
• File application in Form INC-23 along with prescribed fee.
• CG shall communicate its decision within 60 days from the date of receipt of application.

### Step 3: CG's Satisfaction Before Approval

Before passing its order, the Central Government must be satisfied that:

1. The alteration has the consent of the creditors, debenture-holders and other persons concerned, OR

2. Sufficient provision has been made by the company for the due discharge of all its debts and obligations, OR

3. Adequate security has been provided for such discharge.

### Step 4: Documents to Accompany Application [Sub-section 4]

(a) Copy of Memorandum of Association with proposed alterations;

(b) Copy of minutes of the general meeting at which the resolution authorising such alteration was passed, with details of votes cast in favour/against;

(c) Copy of Board Resolution / Power of Attorney / executed vakalatnama;

(d) List of creditors and debenture holders;

(e) Acknowledgment of service of a copy of the application with annexures to the Registrar and to the Chief Secretary of the State Government / Union Territory where the registered office is currently situated.

### Step 5: Newspaper Advertisement

Not more than 30 days before the date of filing the application, the company shall advertise in Form INC-26 in:

• The vernacular newspaper in the principal vernacular language of the district, AND
• An English newspaper with wide circulation in the State where the registered office is situated.

### Step 6: Filing with ROC of Both States

File with the Registrar of both States:

(a) Certified copy of the CG order approving the alteration;

(b) Altered copy of the MOA.

### Step 7: Fresh Certificate of Incorporation

The ROC of the State where the registered office is being shifted shall issue a fresh certificate of incorporation indicating the alteration.

### Step 8: Form MGT-14 & INC-22 Filings

• File Form MGT-14 with ROC within 30 days of passing the special resolution.
• File notice of new location in Form INC-22 within 30 days of change. (For specified IFSC companies, the period is 60 days.)

## Important Case Law Points

### State Government Objection

A State Government cannot oppose shifting of registered office of a company from one State to another on the ground that the change would deprive that State of revenue. Loss of revenue to one State must be viewed in the context of the total revenue of the Republic of India and in the interest of the country as a whole.

### Employees' Union Right to Object

A registered employees' union representing employees at the registered office has the right to appear and oppose the application under Section 13, on the ground that the interests of the employees would be prejudicially affected if the special resolution is confirmed.

## Summary Flow

```

Special Resolution → Newspaper Advertisement (within 30 days before application)

↓

Application in INC-23 to CG / Regional Director

↓

CG decides within 60 days, after verifying creditor protection

↓

File certified copy of order + altered MoA with ROC of BOTH States

↓

ROC of new State issues FRESH Certificate of Incorporation

↓

File MGT-14 (30 days from SR) + INC-22 (30 days from change)

```