All you Need to know -Shifting the registered address of your Company to another state

So, we here have a listed company who wants to change it's registered address from one state to another. But it can not change it's address by itself. Because many people are directly or indirectly connected with the business of the company.

Such persons are usually shareholders, lenders and suppliers, buyers and debtors, the government. They have direct relationship with the business of the company. So, it's only logical that the company take permission from these parties before it changes it's registered address.

So, how does it take their permission?

Shareholders are the primary concern of a company. So the company calls a meeting of shareholders. Then a special resolution for changing the Address clause in the MOA is introduced. And if the majority for a special resolution is achieved, the company changes it's registered address to the new location.

But, is that enough? What about the remaining parties?

The company again calls a meeting for special class of such parties, all the lenders, suppliers, debenture holders and such. And it passes the same resolution it passed in the general meeting of shareholders. And it will record the numbers of parties present, those who voted in favor of change, in against of the change and those who abstained from voting.

But what about the law?

A company is a person brought to life by law. So, each and every change in the company has to be reported to the legal authorities. But how?

For this, the Ministry of Corporate affairs has provided 3 forms at the mca portal for this particular purpose. We will talk about each form in brief in this article, but if you want to get a more detailed information on how it is filled and what it's contents are, feel free to use the links provided below.

Form MGT 14 is the first one out of the three forms. This form is basically used to intimate the Roc of the alterations made in the MOA or the AOA of the company.

So, the special resolution needs to be filed with the ROC in form MGT-14 within 30 days of the resolution being passed.

Then there is form INC 22. This form is used to intimate the RoC of the notice of the change of situation of registered office.

And since the registered office is being shifted from one state to another,outside the jurisdiction of the state government, the company needs to get the approval of the CG in form INC- 23.

Central government shall dispose of the change of registered office application outside the state within 60 days of the application and before passing it may confirm that the change is with consent of the creditors, debenture holders etc. The approval given by the Centre shall be filed with the registrars of both the states in which the old and the new registered office is situated.

The registrar of the state wherein the new office will be located shall register the same and issue a fresh certificate of incorporation

So, that's how you change the registered address of a company from one state to another.

Chiranjibi Chapagain

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