Ministry of Corporate Affairs has issued the notification to further amend the Companies (incorporation) Rules, 2014 (hereinafter referred to as the principal rules) namely: the Companies (incorporation) Second Amendment Rules, 2017.
They shall come into force on the date of their publication in the
RULE 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 and following documents,-
1. BR for shifting of registered office;
2. SR for approving the shifting of registered office;
i. declaration by KMP or any two directors authorized by the Board, that the company has not defaulted in payment of dues to its workmen, & has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;
ii. a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;
iii. An acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employee's interest is not adversely affected consequently to proposed shifting".
3. No public advertisement in newspaper
4. Individual notice not to be served to debenture holder or creditors.
RULE 30: Shifting of registered office from one State or Union
territory to another State
An application under section 14(3), for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one state Government or [Union territory to another, shall be filed with the central Government in Form No.lNC.23along with the fee and shall be accompanied by the following documents, namely:-
1.Copy of Altered MOA
2. Minutes of GM recording votes.
3. Copy of Power of Attorney/Board resolution or executed vakalatnama.
4. List of Creditors & Debenture holders: drawn up to the latest practicable (not older than one month preceding the date of filing application), along with:
i. Complete details; name, address etc.
ii. Nature A& amount of debt/claims/liabilities.
iii. Declaration stating that full enquiry has been made into the affairs of the company either by Company Secretary or by two directors(one to be MD)
iv. Application also to be filed with Chief Secretary of the concerned State Government or the Union territory by Company and also stating that employees interest is not adversely affected consequently to proposed shifting
v. A copy of the acknowledgement of service of a copy of the application to the aforesaid person in point no iv with Registrar.
5.Compliance to be carried at least 30 days before the filing of Form INC-23:
i. Advertisement in the newspaper (Form INC 26).
ii. A copy of advertisement to be served to CG, immediately after publication.
iii. Individual notice to be served to
7. 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.
8. On completion of such inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, shifting of registered office shall be allowed"
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The author is a Company Secretary in Practice from Nagpur (Maharashtra) and can also be reached at firstname.lastname@example.org