| CHECKLIST FOR CHANGE OF REGISTERED OFFICE FROM STATE TO STATE |
| S No. | Name of Activity | Documents Execution | Limitation period |
| 1 | Notice for conduct of Board Meeting | 1. Notice of Board Meeting 2. Agenda of Board Meeting | |
| 2 | Conduct of Board Meeting | 1. Recommendation for Adoption of New MOA and AOA 2. Recommendation for Change in registered office from one State to another State. 3. Authorise professionals to appear 4. Issue of Notice of GM alongwith Explanatory 5. Board Minutes 6. CTC of Board resolutions 7. Draft MOA and AOA with Proposed Alterations | Within 9 days |
| 3 | Conduct of General Meeting | 1. CTC of Adoption of New MOA and AOA 2. CTC for Change in registered office from one State to another State. 3. Minutes of General Meeting (giving Details of No. of Votes Casts in favour or against the Resoultion) 4. Authenticated MOA and AOA | within 25 days |
| 4 | MGT-14 to ROC | Attachments 1. CTC of Special resolution 2. Altered MOA & AOA 3. Notice & Explanatory Statement | Within 30 days of passing special resolution |
| 5 | Preparation of List of Creditors | List of Creditors having the details of – Name and Address of every Creditor – Nature and respective amounts due to them | Latest Practicable date Not more than 1 month prior to date of filing of application |
| 6 | Keeping Authenticated Copy of List of Creditors at the Registered office of the Company | ||
| 7 | Newspaper advertisement | Advertisement in INC-26 in – Vernacular Newspaper in Vernacular language and – English Newspaper in English Language with Widest circulation in state in which Registered office of Company is situated. | Not more than 30 days before date of filing of application |
| 8 | Serving of Newspaper Advertisement | Newspaper Advertisement shall be served immediately on its Publication by registered post with Acknow. to – Central Government (Regional Director) – To each Creditor and Debentureholder – To Registrar of Companies (Notice together with Copy of Application) | Forthwith of Advertisement Publication |
| 9 | Receipt of NOC from Creditors | No objection Certificate for change of Registered office | Forthwith |
| 10 | Serving the copy of full set of Application | Send Copy of full set of Application alongwith Complete annexures by registered post with Acknow – To Registrar of Companies – To Chief Secretary of State | after receipt of NOC from Creditors |
| 11 | GNL-2 to ROC | Attachments 1. CTC of Special resolution 2. Altered MOA & AOA & COI 3. Notice & Explanatory Statement 4. CTC of BR regarding Authorise professionals to appear 5. General Meeting Minutes 6. List of Creditors 7. Declaration regarding Creditors 8. Declaration regarding Employee retrenchment 9. Copy of Acknowledgement of Copy of application to ROC and Chief Secretary. 10. Copy of Newspaper Advertisement 11. Petition 12. Affidavit verifying Petition 13. Covering letter to ROC and Chief Secretary. 14. Statutory Auditor Certificate 15. Affidavit regarding dues 16. Affidavit regarding Newspaper Publish 17. Affidavit regarding Enquiry and Prosecution 18. List of Directors and Shareholders 19. Affidavit regarding rule 30 20. NOC from Creditors 21. INC-26 22. MGT-14 with Challan | Within 30 days of Event date |
| 12 | E-Form INC-23 to R.D | Attachments 1. CTC of Special resolution 2. Altered MOA & AOA 3. Notice & Explanatory Statement 4. CTC of BR regarding Authorise professionals to appear 5. General Meeting Minutes 6. List of Creditors 7. Declaration regarding Creditors 8. Declaration regarding Employee retrenchment 9. Copy of Acknowledgement of Copy of application to ROC and Chief Secretary. 10. Copy of Newspaper Advertisement 11. Petition 12. Affidavit verifying Petition 13. Covering letter to ROC and Chief Secretary. 14. Statutory Auditor Certificate 15. Affidavit regarding dues 16. Affidavit regarding Newspaper Publish 17. Affidavit regarding Enquiry and Prosecution 18. List of Directors and Shareholders 19. Affidavit regarding rule 30 20. NOC from Creditors 21. INC-26 22. MGT-14 with Challan 23. GNL-2 with Challan 24. Duly authenticated copy of Advertisement and Notices issued to Regional Director, Creditors and Registrar of Companies along with objections and detail of responses 25. Last 2 year Financial Statements along with ITR | After 14 days of issue of Advertisement |
| 13 | Send Original Copy of Application to Regional Director | 1. CTC of Special resolution 2. Altered MOA & AOA 3. Notice & Explanatory Statement 4. CTC of BR regarding Authorise professionals to appear 5. General Meeting Minutes 6. List of Creditors 7. Declaration regarding Creditors 8. Declaration regarding Employee retrenchment 9. Copy of Acknowledgement of Copy of application to ROC and Chief Secretary. 10. Copy of Newspaper Advertisement 11. Petition 12. Affidavit verifying Petition 13. Covering letter to ROC and Chief Secretary. 14. Statutory Auditor Certificate 15. Affidavit regarding dues 16. Affidavit regarding Newspaper Publish 17. Affidavit regarding Enquiry and Prosecution 18. List of Directors and Shareholders 19. Affidavit regarding rule 30 20. NOC from Creditors 21. INC-26 22. MGT-14 with Challan 23. GNL-2 with Challan 24. Duly authenticated copy of Advertisement and Notices issued to Regional Director, Creditors and Registrar of Companies along with objections and detail of responses 25. Last 2 year Financial Statements along with ITR 26. INC-23 and its challan | Forthwith |
| 14 | In case of No objection from party | The application may be put up for orders without hearing & the order either approving or rejecting the application shall be passed within 15 days of the receipt of the application. | |
| 15 | In case of receipt of objection | The Regional Director shall call for hearing and direct the company to file an affidavit to record the consensus and it shall pass an order within 60 days of filing the application or If no consensus reached at the hearing, the Company shall file affidavit specify manner of resolving objection afterall the Regional Director shall pass an order within 60 days of filing the application | |
| 16 | Order of Regional Director | Certifed Copy of order of Regional Director including terms and conditions and may include cost of order | Within 60 days/15 days of filing application |
| 17 | INC-28 to ROC | Certifed Copy of order of Regional Director | Within 30 days of receipt of certified copy the order. |
| 18 | INC-22 to ROC | Attachments 1. Proof of Registered office address 2. Utility Bill not older than 2 months 3. NOC from owner 4. Certified copy of order of Regional Director 5. Altered MOA 6. CTC of resolutions | Forthwith |