Relaxation in compliances for Shifting of Registered Office within the same State

Relaxation in compliances for Shifting of Registered Office within the same State from the jurisdiction of one Registrar of Companies to another

The Ministry of Corporate Affairs (MCA), in exercise of the powers conferred by section 469 of the Companies Act, 2013, has substituted Rule no.28 of Companies (Incorporation) Rules, 2014, regarding ‘Shifting of registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies’ vide Notification no. G.S.R 955(E) dated 27th July, 2017 namely Companies (Incorporation) Second Amendment Rules, 2017.

Through this amendment MCA had removed cumbersome compliances such as issue of notice in newspapers, serving of individual notices on each debenture holder, depositor and creditor of the company before filing application with Regional Director and have provided clarity regarding documents to be filed along with the application.

With effect from 27.07.2017, application was to be filed with the Regional Director in the same form, i.e, Form No.INC.23 but along with the following documents:

  1. Board Resolution for shifting of registered office;
  2. Special Resolution of the members of the company approving the shifting of registered office;
  3. 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;
  4. A declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;
  5. 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”.

Refer: Notification no. G.S.R 955(E) dated 27th July, 2017

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RSJ LexComply 
on 13 September 2017
Published in Corporate Law
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