Case Study on Shifting of the Registered Office of the Company from One state to Another under the Companies Act, 2013
A Company may for operational convenience or due to the presence of the target customer segment or due to favourable government policies or for various other reasons may intend to shift its registered office of the company from one state to another. A company may do so after complying with the applicable provisions of Companies Act, 2013 (the Act) as discussed below.
A company may alter its memorandum of association (MOA) relating to the place of the registered office from one State to another on receipt of approval from Central Government (CG) i.e. Regional Director (RD). An application in such manner as prescribed under Section 13(4) and Rule 30 of The Companies (Incorporation) Rules, 2014 of the Act shall be made to the CG.
The client is a leading technology and capital goods group located in Austria who has his operations in Tamil Nadu, India. However, for operational convenience and due to presence of its corporate office in Mumbai, Maharashtra, the client wanted to shift its registered office from the State of Tamil Nadu to the State of Maharashtra.
In this regard, the client approached SimplyBiz for this exercise and after understanding the facts of the case in detail, we initiated the process by sharing the detailed action plan along with tentative dates with the client.
The above process involves a sequence of activities to be undertaken and the same are mentioned below:
- As a first step, we had to seek information from the client if any inquiry, inspection, or investigation has been initiated against the client or any prosecution is pending against it under the Act as shifting of registered office shall be allowed on closure of the above. Further, we had to ensure that all the Forms filed by the Company with the ROC were approved, and Annual Filings were complete. There were no such pending issues against the client in our case.
- In the present case, there was no requirement to obtain any approval from the sectoral regulators viz., IRDA, SEBI and RBI etc., as the client was not registered with any of the above regulators.
- Advisory related to crucial decisions before initiating the process:
In the present case, there were two (2) foreign directors and one (1) Indian director in the client company, and most of the documents required signatures of atleast two (2) directors. Therefore, in order to avoid any delays, we advised one of the Foreign Directors from the client company to issue Power of Attorney (PoA) delegating powers in favour of an Indian official. Consequently, one of the Foreign Director issued PoA in favour of an Indian official of the client and this expediated the process.
The client was also advised to finalise the provisional Financial Statements to arrive at the list of creditors which should be drawn up to the latest practicable date preceding the date of filing of application by not more than one month. This was quite challenging as all the activities mentioned below from Point 4 to 7 had to be completed within 30 days from the date of list of creditors.
- We initiated the process by coordinating with the client and drafted the requisite documentation for this exercise i.e., detailed application addressing to Southern Regional Director, Board meeting and general meeting related documents, Altering the MOA, affidavits, notices to creditors and other miscellaneous documents.
Thereafter, we coordinated with the client in issuing an advertisement about shifting its registered office from the state of Tamil Nadu to Maharashtra in the local Tamil language in Tamil newspaper and in English language in an English newspaper with wide circulation. Further, individual notices were served to each creditor through registered post with acknowledgement and NOC was obtained from each creditor in writing.
Immediately after the above exercise, application along with other requisite documents were filed with the Chief Secretary and Chief Commissioner of Income Tax of Tamil Nadu.
Thereafter, the application was filed in Form GNL -1 along with Form MGT-14 with the Registrar of Companies (RoC) and in Form INC-23 with Southern Regional Director. Post filing of the application, rigorous follow up was done by us with the RoC officials for approval of the forms and sending report to the RD. Consequently, Form MGT-14 and GNL-1 were approved by RoC within 20 days of filing without any resubmissions.
Queries raised by RD were replied successfully. After approval of the Form INC-23, we represented the client before the RD for hearing and the order was passed approving the shifting of the registered office of the client to the state of Maharashtra.
After receipt of the order, we assisted the client in filing of the order with the RoC in form INC 28.
Post approval of Form INC 28, Form INC-22 was filed with Registrar of Companies, Mumbai intimating new registered office address of the client.
We also advised the client to undertake intimations to various central and state, Bank, PAN, TAN, PF and GST etc. authorities about this change.
Even though the assignment was challenging it was completed within the committed timelines in a smooth & seamless manner. Our experience of handling various assignments of shifting of registered office of the company has given us considerable exposure on the critical aspects to be taken care, in the process. We have undertaken similar assignments for other companies as well and the process has been smooth & seamless.
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