Specimen Board Resolution, Shareholder Special Resolution, and Section 102 Explanatory Statement for shifting registered office from one State to another.
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Compliance Checklist
Send board meeting notice at least 7 days before meeting date.
Pass Board Resolution shifting registered office, approve Notice for calling EGM (21 clear days notice), and authorize petition/filing signees.
Pass Special Resolution at the Extraordinary General Meeting. Alter Clause II of the MOA.
File Special Resolution with ROC in Form MGT-14 within 30 days of EGM.
Publish Form INC-26 advertisement in vernacular and English newspapers (not more than 30 days before filing INC-23).
Serve individual notice by registered post to each creditor and debenture-holder of the company.
File application seeking confirmation of shifting in Form INC-23. Attach MOA alterations, EGM minutes, list of creditors, declarations, and service copy to Chief Secretary.
RD shall pass orders approving/rejecting within 15 days (if no objection) or 60 days (if hearings/objections need resolve).
File a certified copy of the Regional Director's approval order in Form INC-28 with the ROC within 30 days of receipt.
File Form INC-22 with ROC within 30 days of change (or RD order approval) along with lease deeds, NOC from owner, utility bills (not older than 2 months), and RD order certified copy.
✔ The new ROC will issue a fresh Certificate of Incorporation indicating the shifted State address.
📝 Key Compliance Deadlines & Forms:
• Form INC-22: Changing address (Must file within 30 days). Attach lease deed, NOC, utility bills.
• Form MGT-14: Registering Special Resolution (Must file within 30 days).
• Form INC-28: Filing certified Regional Director (RD) approval order with ROC within 30 days.
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1.FILE FORM MGT-14 within 30 days of Special Resolution
Attach: Special resolution + Explanatory statement. Required before filing RD petition.
2.Publish newspaper notice in Form INC-26
Publish in one English & one vernacular newspaper at least 30 days before filing RD petition.
3.Send individual notices to all Creditors & Debenture Holders
Serve notices by registered post with acknowledgment due.
4.File Petition to Regional Director (RD) in Form INC-23
Attach list of creditors, newspaper clippings, affidavits, and petition fee.
5.Obtain RD Order of Shifting Confirmation
Attend hearings before the Regional Director (RD) if any objections are received.
6.File Form INC-28 with ROC within 30 days of RD Order
Filing the certified copy of the Regional Director's order is mandatory to make the shifting effective.
7.File Form INC-22 within 30 days of INC-28 registration
Notify the actual new registered office address with utility bill and NOC proof.
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