The Ministry of Corporate Affairs (“Ministry”) has notified the Companies (Incorporation) Third Amendment Rules, 2023 (“Amendment”) to further amend the Companies (Incorporation) Rules, 2014 (“Principal Rules”). Now, insolvent companies with new management under a resolution plan approved by Section 31 of the Insolvency and Bankruptcy Code, 2016, may shift registered office from one State to another subject to no appeals, inquiry, inspection or investigation being initiated / pending post approval of the said resolution plan.
Key Highlights:
Rule 30 of the Companies (Incorporation) Rules, 2014 which prescribes the requirement to seek prior approval before altering memorandum for shifting of registered office of a company from one State to another State or Union Territory, stands amended:
• the words “and may include such order as to costs as it thinks proper” stands omitted, which means that additional costs will not be included in the Central Government’s Order confirming the alteration of registered office from one State to another.
• Further, a second proviso has been introduced to Rule 30 (9), which states that 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. The proviso which has been introduced is as follows:
“Provided further that where the management of the company has been taken over by new management under a resolution plan approved under section 31 of the Insolvency Bankruptcy Code, 2016 (31 of 2016) and no appeal against the resolution plan is pending in any Court or Tribunal and no inquiry, inspection, investigation is pending or initiated after the approval of the said resolution plan, the shifting of the registered office may be allowed.”
A Copy of the Notification is linked below for ease of reference.
Source: Ministry Of Corporate Affairs
