Shifting of registered office within the same State
Rule 28 of the Companies Incorporation Rules 2014 outlines the process for a company to shift its registered office within the same state. Let’s break down the key points in a simpler way:
Shifting Registered Office within the Same State:
- Application Filing:
- To move their registered office within the same state, a company needs to submit an application (Form No. INC.23) along with the required fee to the Regional Director.
- The application should include:
- Board Resolution approving the office shift.
- Special Resolution from company members agreeing to the move.
- Declaration by company leaders ensuring no default in payments to workers and obtaining consent from creditors or making provisions for payment.
- A commitment not to change the jurisdiction of ongoing legal cases.
- Acknowledged intimation to the Chief Secretary of the state about the proposed move and ensuring no adverse impact on employees’ interests.
Example: ABC Pvt. Ltd. wants to move its office from one city to another within the same state. They fill out Form INC.23, attach required resolutions, declarations, and inform the Chief Secretary.
- Regional Director’s Approval:
- The Regional Director examines the application and can issue an order within 15 days, either approving or rejecting the request without a formal hearing.
Example: The Regional Director reviews ABC Pvt. Ltd.’s application promptly and issues an order confirming the move.
- Submission to Registrar of State:
- A certified copy of the Regional Director’s order approving the office shift must be submitted (Form No. INC-28) along with the fee to the Registrar of the State within 30 days of receiving the order.
Example: ABC Pvt. Ltd. files the approved order with the State Registrar within the specified timeframe.
Amendment:
- Companies must now publish a notice in a local newspaper and serve individual notices to debenture holders, depositors, and creditors at least one month before applying for a change in the registered office.
- If no objections are received within 21 days, it is assumed that the concerned parties have consented to the change.
Example: ABC Pvt. Ltd. informs the public through newspapers and individual notices. If no objections arise within 21 days, the move is considered consented.
Important Note: The company cannot shift its office if any inquiry, inspection, or investigation is ongoing, or if there is a pending prosecution against it under the law.
Example: If ABC Pvt. Ltd. is under investigation, the office shift won’t be allowed until the issue is resolved.
In essence, Rule 28 of the Companies Incorporation Rules 2014 governs the process for shifting a company’s registered office within the same state, ensuring transparency and legal compliance.
Complete Legal Text of Rule 28 of the Companies Incorporation Rules 2014
(1) 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 in Form No.INC.23 along with the fee and 3following details and documents,-
(a) Board Resolution for shifting of registered office;
(b) Special Resolution of the members of the company approving the shifting of registered office;
(c) a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the
proposed shifting or has made necessary provision for the payment thereof ;
(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;
(e) acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting”.]
2[(2) The Regional Director shall examine the application referred to in sub-rule (I) and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of application complete in all respects.
(3) The certified copy of order of the Regional Director, approving the alternation of memorandum for transfer of registered office company within the same State, shall be filed in Form No.INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of certified copy of the order.]
Amendment
1. Substituted by the Companies (Incorporation) Second Amendment rules, 2017 Dated 27th July, 2017. – Original Content
2. Inserted by the the Companies (Incorporation) Eighth Amendment Rules, 2019 Dated 16th October 2019
Original Omitted Content 28 Shifting of Registered Office Within the Same State
(1) 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 in Form no.INC.23 along with the fee.
(2) The company shall, not less than one month before filing any application with the Regional Director for the change of registered office.-
(a) 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
(b) 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:
Provided that in case no objection is received by the Regional Director 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:
Provided further that 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.
3. Substituted by Companies (Incorporation) Amendment Rules, 2023 dated 19th January, 2023
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