PROCEDURES FOR MOVING A REGISTERED OFFICE OUTSIDE THE CITY OR TOWN LIMITS

STEP NO 1:

Deliver a Notice of Board Meeting to each director of the company minimum of seven days prior to the day/date of the Board of Directors meeting to give their consent on the motion to relocate the company’s registered office.

The following documents should be attached to the notice of the meeting of the Board of Directors:

1. Board Resolution's Draft
2. Meeting's Agenda
3. Notes to Agenda

Step No 2:
Conduct a board meeting and adopt the following resolutions:

• Resolution for relocating the company's registered office beyond the city, town, or hamlet in which it is currently located.
• Resolution establishing the time, date, and location of the company's Extraordinary General Meeting for the purpose of adopting a special resolution.
• Resolution certifying the notification of the Extra-Ordinary General Meeting and its explanatory statement.
• Authorizing the Company Secretary/Director to disseminate the notice of the Extra-Ordinary General Meeting to the company’s member
• Provide notice of the Extra-Ordinary General Meeting, together with an explanatory statement, a minimum of 21 clear days prior to the day/date of the Extra-Ordinary General Meeting to:

1. Company's members
2. Company's director
3. Company's auditors

Step 3:

• Within 24 hours of the listing of the company's securities, the listed business should notify the stock exchange.

Step 4:

• If required, the newspapers may also be used to announce the Extra-Ordinary General Meeting.

Step 5:

Conduct an Extraordinary General Meeting and adopt a special resolution authorising the company's registered office to be relocated.

Step 7:

Give a copy of the Extra-Ordinary General Meeting's proceedings to each stock exchange within 24 hours of the event happening.

Step 8:

Within 30 days of the special resolution's passage, file with the ROC.

Form MGT – Form MGT-14 should be filed with the concerned Registrar of Companies, together with the following documents:

• True Certified Copy of Special Resolution; and
• Annexed to the notice of the Extra-Ordinary General Meeting should be an explanatory statement.

Form INC 22- Submit Form INC-22 to the concerned Registrar of Companies within 30 days of the Special Resolution's passage.

• The practising professional must also verify that he or she has personally visited the new registered office address and is satisfied that the premises are actually available to the application company.

It is obligatory to attach the below-mentioned documents with Form INC-22:

1. The address proof of the registered office(Lease Deed/Conveyance Deed/Rent Agreement attached with the receipts not older than a month).
2. Utility bills copy not older than 2 months (Gas Bill, Electricity Bill, Telephone Bil)
3. Certificate of No Objection from the owner of the premises authorising the use of the premises as the registered office of the company.
4. A list of all businesses (with their CINs specified) that share the very same registered office address, if any.
5. True Certified Special Resolution's Copy

Step 9:

If required, publish a public notice in a newspaper(s) notifying all members of the company and other interested parties of the company's change of registered office, so that they may address any future correspondence to the company at its different location.

Step 10:

Change the company's registered office address on all documents, notice boards, and other places where it appears.

Step 11:

Get the company's new registered office address painted across all signboards, regardless of where they are mounted/displayed.

Step 12:

Update/print the company's registered office address on all records, registers, and documents, along with the register of members, share certificates, road signs, and nameplates.

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