INC – 23

Application to Regional Director for approval to shift the Registered Office from one state to another state or from jurisdiction of one Registrar to another Registrar within the same State

• eForm INC-23 is required to be filed pursuant to Section 12(5) & 13(4) of the Companies Act, 2013 and rule 28 & 30 of the Companies (Incorporation) Rules, 2014.

• In order to shift the registered office of the company from one state to another or from jurisdiction of one Registrar of Companies to another, an application in eForm INC-23 has to be made to the Regional Director (Central Government) for his confirmation/ approval.
• Select one of the options:
• one state to another state
• one Registrar of Companies to another Registrar of Companies within the state
• Select the office of the Registrar of Companies from drop down values where the new registered office of the company will be situated.
• Enter the details of the eForm MGT-14 filed with RoC for registration of special resolution passed for shifting of registered office of the company.
• Enter the details of number of members and number of shares held by them. In case of companies not having share capital, zero may be entered as number of shares held.
• Ensure that number of members voted against the resolution should not be more than one third of the total number of members present at the meeting.
• User is required to give these details in case of shifting of registered office from one state to another and specify the date of service of application with all the annexures to Registrar and Chief secretary of the state in which the registered office of the company is situated.
• User is required to publish the notice of application in newspaper in INC-26 and sent the copy of publication by registered post to every debenture holder and creditor of the company and also to Registrar and other regulatory body, if any. The notice is required to be published at least 14 days before hearing in case of shifting of registered office from one state to another and not less than one month before filing application in case shifting of registered office within the state.

Declaration:

• Enter the serial number of the resolution and date of board meeting authorizing the signatory to sign and submit the application.

Attachments:

• The following attachments are mandatory in all cases:
• Memorandum of Association and Articles of Association.
• Certified true copy of notice of the general meeting along with relevant explanatory statement.
• Certified true copy of special resolution sanctioning shifting of registered office.
• Certified true copy of the minutes of the general meeting authorizing such alteration.
• Proof of service of the application to the Registrar, Chief Secretary of the state, SEBI or any other regulatory authority, if applicable.
• In case registered office is shifted from one state to another state the following attachments are mandatory:
• Power of attorney/vakalatnama/Board resolution.
• List of creditors and debenture holders.
• Affidavit from Directors in terms of rules.
• Affidavit verifying the application.
• Affidavit by the company secretary of the company and the directors in regards to the correctness of list of creditors and affairs of the company.
• Affidavit by directors about no retrenchment of employees.
• Affidavit verifying the list of creditors.
• It is mandatory to attach in case if there is any prosecution is pending against the company or if any inquiry, inspection or investigation is initiated against the company.
• Copy of newspaper advertisement for notice of shifting the registered office. It is mandatory to attach copy of newspaper publication in case if the registered office is shifting within the state.
• Copy of objections (if received any)

Fees:

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