SHIFTING OF REGISTERED OFFICE OF THE COMPANY

SHIFTING OF REGISTERED OFFICE

REGISTERED OFFICE MEANING

SHIFTING OF REGISTERED OFFICE – The business’s registered office is the formal address to which all documentation, information relating to the company is forwarded. Different Government Departments and other organizations/entities/stakeholders utilize the same record to connect with the Company because it is for public records.

Section 12 mandates all the companies to have a registered office either at the time of incorporation or within 30 days of incorporation.

Four types of changes can be made in the Registered Office of the Company:

1. Within local limits of city, town or village

2. Outside local limits of city, town, or village, within the same ROC and the same state

3. From one ROC to another within the same state

4. From one state to another, outside the jurisdiction of existing ROC

The compliance under Companies Act, 2013 for change in registered office

1. Within local limits of city, town, or village:

If there is no change in the Pin Code of the address of the Company.

(a) Compliance:

Convening a Board Meeting for passing a resolution for change in the registered address of the Company.

Form INC-22 has to be filed within 30 days of the Board Resolution.

(b) Requirement /Attachments:

Board Resolution

Lease deed/ Rent Agreement (if premises is not owned by Director)

NOC (If premises is owned by the Director)

Electricity Bill (Not Older than Two Months)

NOTE: There is no need for change in MOA.

Outside local limits of city, town, or village, within the same ROC and the same state

If there is a change in the last three digits of the Pin Code of the address of the Company.

(a) Compliance:

Convening a Board Meeting for passing a resolution to consider shifting of registered office subject to the approval of Shareholders.

Give Notice to the member for convening a General Meeting at least clear 21 days before the actual date of the general meeting in writing. (Notice can be shorter also) with date, time, and venue of the meeting.

Convening a general meeting for passing the special resolution for considering the change in the registered office and compliance with the compliances related to it.

File Form MGT-14 within 30 days of the special resolution.

File Form INC-22 within 30 days of the special resolution.

Requirements/Attachments:
  • Board Resolution
  • Lease deed/ Rent Agreement (if premises is not owned by Director)
  • Certified True Copy of Extra-Ordinary General Meeting
  • Notice of EGM with explanatory Statement
  • NOC (If premises is owned by the Director)
  • Electricity Bill (Not Older than Two Months)

From one ROC to another within the same state

If Company changes its registered address within the same state but with a different ROC.

(a) Compliance:

Convening a Board Meeting for passing a resolution to consider shifting of registered office subject to the approval of Shareholders.

Give Notice to the member for convening a General Meeting at least clear 21 days before the actual date of the general meeting in writing. (Notice can be shorter also) with date, time, and venue of the meeting.

Convening a general meeting for passing the special resolution for considering a change in the registered office and comply with the compliances related to it.

File Form MGT-14 within 30 days of passing of Special Resolution

File Form INC-23 to file an application for seeking confirmation from the Regional Director.

File Form INC-28 to confirmation order from Regional Director within 60 days from the date of order.

File Form INC-22 to notify the Registrar within 30 days from the receipt of confirmation order of the Regional Director.

Requirements/ Attachments:
  • Board Resolution
  • Notice of EGM with explanatory Statement
  • Certified True Copy of Extra-Ordinary General Meeting
  • Title of the premises of the registered office in the name of the Company
  • Notarized copy of Lease deed/ Rent Agreement along with a copy of rent paid receipt not older than 2 months.
  • NOC (If premises is owned by the Director)

From one state to another, outside the jurisdiction of existing ROC

If Company changes its registered address from one state to another, outside the jurisdiction of the existing ROC.

(a) Compliance:

Convene a Meeting of Board of Directors:

Convening a Board Meeting for passing a resolution to consider shifting of registered office subject to the approval of Shareholders.

Alter Memorandum of Association

Authorize a CS/CFO or Director of the Company to file an application to the Regional Director for taking approval for shifting the registered office.

Authorize CA/CS/CMA/Advocate to appear before the Regional Director and execute a Memorandum of appearance

Fix date, time, and venue for holding General Meeting

Approve draft notice of general meeting along with explanatory statement annexed to the notice

Obtain Shareholder’s approval:

Notice of General Meeting shall be given before clear 21 days.

Convening General Meeting for passing special resolution and to change in Memorandum.

File form MFT-14 with ROC within 30 days of passing Special Resolution

Publish advertisement in the newspaper in INC-26 (format)

File form INC-23 with the Regional Director (Central Government)

File form INC-28 with ROC

File form INC-22 with ROC

Requirements/ Attachments:
  • Board Resolution
  • Notice of EGM with explanatory Statement
  • Certified True Copy of Extra-Ordinary General Meeting
  • A printed copy of altered MOA &AOA
  • Copy of attendance sheet of General Meeting
  • Copy of the Minutes of the General Meeting at which the resolution authorizing such alteration was passed
  • Copy of Board Resolution or Power of Attorney or the executed Vakalatnama as the case may be.
  • Application, a list of Creditors and Debenture holders with their names, addresses, and nature and respective amounts due to them.
  • Certified Copy of the Order
  • Title of the premises of the registered office in the name of the Company
  • Notarized copy of Lease deed/ Rent Agreement along with a copy of Regionalrent paid receipt not older than 2 months.
  • NOC (If premises is owned by the Director)
  • Utility Bill like Electricity Bill, Telephone bill, Gas Bill (Not Older than Two Months)Regional

CONCLUSION

A company’s registered office is the location where all business-related communication takes place. A corporation can have a corporate office, branch, manufacturing, or administrative office in addition to its registered office. However, while a company’s registered office in India must be registered with the Ministry of Corporate Affairs, the company’s other branches and offices might be created without notifying the ROC.

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