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Procedure Involved in Changing the Registered Office From One State to Another State

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Procedure Involved in Changing the Registered Office From One State to Another State

1. Call for a board meeting to decide on the change in the place of Registered office of the
Company.

2. In the board meeting fix up the date, time, place of the general meeting and approve the notices for this purpose, send the notices, hold the meeting and pass special resolutions.

3. After taking the approval of the members, file a certified copy of the special resolution along with the explanatory statement in Form MGT-14 with ROC.

4. Publish a general notice in at least one regional language newspaper and one English language newspaper circulated in the area in which registered office of the company is situated clearly stating the substance of the petition.

5. Send individual notices to all creditors/debentureholders of the company.

6. File petition with the office of Regional Director under whose jurisdiction existing Registered office of the Company falls.

7. Serve a copy of the petition with the RD in Form INC 23 & Form GNL-1 to ROC.

8. Serve a copy of the notice along with a petition to the Chief Secretary to the Government of the State where the registered office of the company is situated or to the Administrator/Lt. Governor of the Union Territory where the registered office is situated in the Union Territory.

9. A hearing shall take place at the Regional Director office at which creditors, if any, and the representatives of the company are heard before making any order.

10. After receiving the Regional Director order for shifting the registered office, the company is required to file certified copy of the order with the ROC in Form INC 28 .

11. A certified copy of the order from the ROC within one month of the date of filing must be obtained.

12. The certified copy of the order should be filed with the ROC of the new state within one month of the date of the filing along with the certified copy of the memorandum of association.

13. The ROC of the new state i.e. at which registered office will be shifted will issue a fresh certificate of incorporation which will be conclusive evidence of the shift of registered office.

14. File Form INC -22 with the new ROC for the situation of the registered office.

15. Necessary changes are required to be made in the letter heads ,books, records etc. of the company.

COSTING

1. NORMAL FILING FEES OF E-FORMS (Without Penalty)
o Form MGT-14                      Rs. 600
o Form INC 23                        Rs.10000
o Form GNL-1                         Rs.10000
o Form INC -28                       Rs. 600
o Form INC -22                       Rs. 600
                                             Rs. 21800

2. PUBLISHING ADVERTISEMENTS IN ENGLISH & HINDI NEWSPAPERS
CIRCULATING IN THE CITY/STATE – Rs. 6000/- (approx)

3. SERVING COPY OF PETITION TO OFFICE OF REGIONAL DIRECTOR & CHIEF
SECRETARY THROUGH SPEED POST ONLY – Rs.300/- (approx)

4. PROFESSIONAL CHARGES – Rs. 20000/-

NOTE : 1. The Final Quotation will be for Rs. 48,500/-
           2. All the expenses related to speed cost, stationary and legal expense and out of pocket Expense will be born by the client.