How to Sift Company’s registered office from one state to another state– Form INC23

In our previous article we have discussed how to intimate situation of registered office to ROC after company incorporation and how to sift registered office from one city to another city within the same state.

Today, we will discuss how to sift company registered office or principal place of business from one state to another state.

Provisions related to sifting of registered office from one state to another state are specified in section 13(4) and 13(5) of Companies act 2013. To sift registered office, the company has to follow below procedures.

In the first step, company is required to pass a board resolution approving changes in registered office of the company from one state to another and authorize one of the director to do all procedural activities including filing and signing of relevant forms with ROC for the purpose of sifting of registered office.

Simultaneously pass another resolution for calling general meeting to get member’s approval to change company registered office from one state to another state.

In the second step, company has to send notice with explanatory statements for sifting the registered office from one state to another state, to all the members to have a general meeting of the company. In that general meeting of members, pass a special resolution by approving the change of company’s registered office.

Publish at least once in a daily newspaper published in English and in the principal language of that district in which registered office of the company is situated and circulating in that district.

sifting company's registered office from one state to another state

In the third step, serve individual notice to each debenture holder, depositor and creditor of the company clearly indicating the matter of application and sating that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the regional director with a copy to the company within 21 days of the date of publication of that notice.

In the fourth step to sift the registered office from one state to another, prepare an application seeking confirmation from the regional director for approval in e-Form INC23. The regional director is required to dispose the application within a period of 60 days. Without getting this approval company’s registered office cannot be sifted.

After getting central government’s approval, in the fifth and final step for sifting the registered office from one state to another, the company is required to file a certified copy of the order of central government or regional director, approving the alteration of memorandum of association for the change in the registered office from one state to another state, with the registrar of companies of each state within 30 days from the date of receipt of certified copy of the order in e-Form INC28.

ROC to which the company’s registered office is sifted shall issue a fresh certificate of incorporation indicating the alternation.

Sifting of registered office from one state to another state 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 Companies act, 2013.

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