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Shifting of registered office outside the local limits of the city, town or village but within the same state

Following are the procedure for shifting of the registered office of a company outside the local limits of the city, town or village where it is presently situated but within the same Registrar and within the same state-

Notice of Board Meeting
[Section 173, SS-1]

1

Issue notice of Board Meeting to every director at least 7 days before the date of the Board meeting. A meeting of the Board may be called at a shorter notice to transact urgent business subject to fulfillment of the specified condition(s).

Notice of Board Meeting
[Section 173, SS-1]

Board Meeting

2

Convene a Board Meeting-

  • To consider the shifting of registered office of the Company and to pass necessary resolution.
  • To fix the day, date, time and venue for holding a general meeting to obtain approval of the members of the company.
  • To approve the draft notice of the general meeting along with explanatory statement u/s 102 and authorise the company secretary or any director to sign and issue notice for the general meeting.

Board Meeting

Voting

3

Arrange the voting through postal ballot/ electronic means, if applicable.

Voting

Notice for general meeting
Section 101

4

Issue notice calling general meeting along with the explanatory statement u/s 102 at least 21 clear days in advance of the general meeting to all the members, directors, auditors, debenture trustee, secretarial auditors of the company and any other person entitled to it.

An EOGM may be called after giving shorter notice, if consent, in writing or by electronic mode, is accorded thereto, by majority in number of members entitled to vote and who represent not less than 95%, of such part of the paid-up share capital of the company as gives a right to vote at the meeting.

Notice for general meeting
Section 101

General Meeting

5

Hold the general meeting and pass a special resolution for shifting the registered office of the company to another place outside the local limits of the city, town or village where it is presently situated.

General Meeting

E-Form MGT-14
[Section 117]

6

File E-Form MGT-14 within 30 days from the date of passing of the special resolution.

E-Form MGT-14
[Section 117]

E-Form INC-22
[Rule 27 – Companies (Incorporation) Rules, 2014]

7

File E-Form INC-22 within 30 days from the date of passing of the special resolution.

E-Form INC-22
[Rule 27 – Companies (Incorporation) Rules, 2014]

Painting or affixing the new R.O. address
[Section 12(3)(a)]

8

Paint or affix the new address of the registered office on the outside of every office or place in which the company carries on its business.

Painting or affixing the new R.O. address
[Section 12(3)(a)]

Change address in letterhead etc.

9

Change address in letterhead and other stationeries.

Change address in letterhead etc.

Also Read Board Resolution for Change of Registered Office of a Company outside the local limits of the city but within the same state

Also Read General Meeting Resolution for Shifting of Registered Office Outside the Local Limits of City, Town or Village

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