valid as on 24/09/2020

2.1.28-Companies (Incorporation) Rules,2014

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(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   along with the fee and following documents,-

(a) Board Resolution for shifting of registered office;

(b) Special Resolution of the members of the company approving the shifting of registered office;

(c) 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;

(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

(e) 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.

The Regional Director shall examine the application referred to in sub-rule (1) and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of application complete in all respects.

The certified copy of order of the Regional Director, approving the alternation of memorandum for transfer of registered office company within the same State, shall be filed in Form No.INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of certified copy of the order.

 (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 along with the fee.

(2) The company shall, not less than one month before filing any application with the Regional Director for the change of registered office.-

(a) publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated and circulating in that district; and

(b) serve individual notice on each debenture holder, depositor and creditor of the company, clearly indicating the matter of application and stating 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 twenty one days of the date of publication of that notice:

Provided that in case no objection is received by the Regional Director within twenty one days from the date of service or publication of the notice, the person concerned shall be deemed to have given his consent to the change of registered office proposed in the application:

Provided further that 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.

Rule 28 substituted vide Companies (Incorporation) Second Amendment rules, 2017 dated 27.07.2017. To view the notification,Click Here
To view the return,Click Here
Inserted vide the Companies (Incorporation) Eighth Amendment Rules, 2019 dated 16.10.2019. To view the Notification. Click Here.
 Inserted vide the Companies (Incorporation) Eighth Amendment Rules, 2019 dated 16.10.2019. To view the Notification. Click Here.
Rule 28 substituted vide Companies (Incorporation) Second Amendment rules, 2017 dated 27.07.2017. To view the notification,Click Here
To view the return,Click Here
Inserted vide  notification dated 27.07.2016,  Companies (Incorporation) Third Amendment Rules, 2016. To view the notification,Click Here

Companies (Incorporation) Second Amendment Rules, 2017 dated 27/07/2017


Companies (Incorporation) Third Amendment Rules, [GSR 743(E)] dated 27/07/2016


The Companies (Incorporation) Eighth Amendment Rules, 2019 dated 16.10.2019


Form INC 23 (Effective from 27.07.2017)


FORM NO. INC.23 Application to the Regional Director for approval to shift the Registered Office from one state to another state or from jurisdiction of one Registrar to another Registrar within the same State


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