The Ministry of Corporate Affairs (MCA) through notification No. GSR 955 (E) dated 27 July, notified the Companies (Incorporation) Second Amendment Rules, 2017. This amends the procedure that must be followed by a company for shifting its registered office from one jurisdiction of the Registrar of Companies to another.
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Companies are required to advertise the application for a change in registered office in a local-language and English-language newspaper, and serve an individual notice on each debenture holder, depositor and creditor of the company not more than 30 days before the date of filing the application.
Along with its application, key management personnel or two directors must declare that the company has not defaulted in payment of dues to its workmen. The company must declare that it has the consent of creditors for the shift (or has made necessary provisions for their payment) along with a declaration not to seek a change in jurisdiction of the court where prosecution cases are pending.
The central government is to pass the order approving/rejecting the shift within 15 days of the application, if no objection has been received. If an objection has been received, the government should hold hearings as required, and pass an order within 60 days of the date of filing of the application. If no consensus is reached during the hearings, the company should file an affidavit stating the manner in which it proposes to resolve the objection.
The INC-23 form to be filed for application for change in registered office has also been modified.
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