Convene Meeting of the Board of Directors by giving at least 7 Days notice
To decide on the change of registered address of the company from the jurisdiction of one ROC to another within the same state, directors must meet in a legally convened board meeting. The notice sent to directors must contain the agenda of the meeting, and we suggest to include the proposed new registered address so that the directors come prepared. We strongly recommend following the standards prescribed by ICSI in SS-1 for board meetings.
Passing of Board Resolution for Change of Registered Address
The directors present at the board meeting must accept the change of registered office with a simple majority. The directors then shall authorise any of them to convene EGM for seeking shareholders consent with a special majority.
Convene an Extraordinary General Meeting (EGM) of Shareholders
The next logical step is to seek approval of the shareholders of the company for change of registered office from one city to another, within same ROC. The decision of shareholders can be taken only in a valid extraordinary general meeting. To convene an EGM, the directors must send notice to every shareholder of the company at least 21 clear days before the date of EGM. The notice of EGM must contain the agenda, draft of the proposed resolution to be passed as a special resolution.
Filing of Special Resolution to Roc in Form -MGT-14
The special resolution means a decision taken by more than 75% voting rights. The special resolution once adopted in the EGM is then filed before the ROC for their approval. The certified copy of the resolution is filed in Form -MGT-14 with the prescribed fee within 30 days of the passing of the resolution.
Publication of public notice in newspaper
Once the special resolution is passed, and before 30 days of moving an application to the regional director (RD), the company shall publish a public notice in two newspapers having jurisdiction in the state, one in English language and another in the principal language of that state.
Notice to Creditor and State Government
The company shall before moving an application before the RD shall individually send notices to all its creditors, chief secretary of the state and all other regulatory authorities.
Application to RD for change of registered office in Form No -23
After 30 days of giving public notice, an application is filed before the concerned RD. In case there is no objection received by the RD office within 21 days of serving the notice RD considers the application and passes an order approving the shifting of registered office.
Intimation to ROC of new registered office in INC-22
The company has to file an intimation to the ROC in Form No INC-22 within 30 days of the decision of the change of registered office by the shareholders. With the form INC-22, the proof of premises and copy of the special resolution of shareholder and evidence of filing MGT -14 and order of the RD must be submitted as an attachment.