Registered Office Change

A registered office is the official address of a company to which all official letters, notices and reminders will be sent by any person, any government or non government or regulatory body.

In terms of Section 7 of the Companies Act, 2013 (the “Act”), all registered companies are legally required to have a registered office address in India from the date of commencement of business or within fifteen days (As per Companies Amendment Act, 2017 period of 15 days shall be substituted with 30 days) from the date of incorporation whichever is earlier However, under the incorporation process effective as on date, the proposed company is required to intimate the address of its proposed registered office the time of incorporation itself.

Usually a registered office is situated where most of the stakeholders reside. The only reason being is for their convenience. However sometimes it happens so that the registered office needs to be shifted to another place for better management of the company.

Every company shall:-

a. paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed there for are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;

b. have its name engraved in legible characters on its seal; if any:

c. get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, bill-heads, letter papers and in all its notices and other official publications; and

d. have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:

Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):

Shifting of Registered Office of Company

As per provisions of Section 12 of Companies Act, 2013

The shifting of registered office can be

1. Shifting of registered office of the Company within or outside the local limits of the City having same ROC Jurisdiction.

2. shifting of registered office form jurisdiction of one ROC to jurisdiction of another ROC

3. Shifting of registered office from one state to another.

1. Brief procedure of shifting registered office of the Company within or outside the local limits of the City having same ROC Jurisdiction.

I. Within the Local limits of the City.

a. The company needs to call a meeting of its Board of Directors to approve the shifting of registered office address of the company within the local boundaries of the city and to pass a board resolution to giving effect to the shifting.

b. Subsequently, after the approval of resolution Company needs to inform the concerned ROC by submitting e-form INC-22 within fifteen days from the date of passing of resolution.

Required Attachments for e-form INC-22

• Copy of Resolution passed by the Board of Directors.
• Copy of Lease Deed/Purchase Deed/Rent Agreement, etc (title of using that property by the Company, if the premises is owned by any Director than copy of NOC from that Director)
• Copy of Utility Bill (not older by two months)

II. Within the State under the same ROC Jurisdiction.

a. When a company is to shift their registered office from one District to another within the same state under the same ROC Jurisdiction. the company needs to call a General Meeting of its members to approve the special resolution for shifting of registered office address of the company.

b. Subsequently, after the approval of resolution by the members the company needs to inform the concerned ROC electronically by submitting e-form MGT-14 for registering the Special Resolution taken by the members of the Company and e-form INC-22 for intimation of shifting of registered office address within fifteen days from the date of passing of special resolution.

Required Attachments for e-form MGT-14

• Copy of Special Resolution passed by the shareholders of the Company.
• Copy of Notice & Explanatory Statement.

Required Attachments for e-form INC-22 /p>

• Copy of Resolution passed by the Board of Directors and Copy of Special Resolution approved by the Shareholders of the Company.
• Copy of Lease Deed/Purchase Deed/Rent Agreement, etc (title of using that property by the Company, if the premises is owned by any Director than copy of NOC from that Director)
• Copy of Utility Bill (not older by two months)

2. Shifting of registered office form jurisdiction of present ROC to jurisdiction of another ROC

Approvals required for change of registered office within the same state but with a different ROC

• If the company wants to change the registered office from the jurisdiction of one ROC to the jurisdiction of another ROC within the same state, the company has to apply for the approval of the Regional director (RD) in the prescribed manner (Form INC-23). Once the change is confirmed by the RD, the company has to file such confirmation to the ROC within a period of sixty days from the date of confirmation of the RD.
• The registrar shall confirm the change of the registered office within 30 days from the date of filing of the confirmation.

• For changing the registered office from one state to another, the company needs to amend the MOA.
• A special resolution needs to be passed by the company for alteration in the MOA. This special resolution also needs to be filed to the ROC in Form MGT-14 within 30 days of passing the resolution.
• For changing the registered office from one state to another, the company needs to get the approval of the CG in form INC-23. Following documents are to be attached along with the application in form INC-23 for change of registered office from one state to another:
• a copy of the memorandum and articles of association;
• a copy of the notice convening the general meeting along with relevant Explanatory Statement;
• a copy of the special resolution sanctioning the alteration by the members of the company;
• a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favour or against the resolution;
• an affidavit verifying the application;
• the list of creditors and debenture holders entitled to object to the application;
• an affidavit verifying the list of creditors;
• the document relating to payment of application fee;
• a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.
• The Central Government shall dispose of the application for change of registered office outside the state within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company.
• The approval of the CG shall be filed with the Registrars of both the states in which the old and the new registered office of the company are situated.
• Registrar of the State where the registered office is being shifted to, shall register the change, and shall issue a fresh certificate of incorporation indicating the alteration.

3. Shifting of registered office from one state to another.

A. Call and Hold a Board Meeting:

B. Send Notice of general meeting to all members along with Explanatory Statement (Section-102), Proxy Form, Route Map and Attendance Slip.

C. Hold General Meeting and Pass the Special Resolution approving the shifting subject to the approval of the RD.

D, Prepare the Minutes of Extraordinary General meeting/ General Meeting.

E. After taking the approval of the members, file a certified copy of the special resolution along with the explanatory statement and altered copy of MOA within 30 days of passing of Special Resolution in form MGT-14 (Filling of Resolution and agreement to the registrar under section 117) with ROC.

F. Publication of Notice in News Paper:

G. Prepare a list of CREDITORS and DEBENTURE HOLDERS and intimate them accordingly.

H. Prepare List of Employees:

I. Prepare List of Application:

J. Prepare an Application in and all relevant annexure to be filled with the Regional Director for seeking approval for shifting of the registered office from one state to another.

K. Send a copy of the application with complete annexure to the Chief Secretary of the State where the registered office is situated at the time of filing the application and obtain acknowledgment for sending the notice.

L. The Petition along with the enclosure should be Serially Numbered and scanned copy of the petition is filed in Form GNL-2 with Registrar of Companies.

M. The Original Application U/s 13(4) along with all Necessary Annexure for seeking approval of the Central Government (Regional Director) for shifting of Registered office from one State to another shall be filed in Form- INC-23 along with the fee and the following documents:-

N. After checking of application with Annexures the hearing will take place at the Regional Director office and it should be represented by the company or practicing professional or advocate. The creditors, if any and the representatives of the company may also represent and are heard before making any order.

O. Power to Inspect:A duly authenticated copy of the list of the creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may at any time during the ordinary hours of business, inspect and take extracts of the same on the payment of a sum not exceeding ten rupees per page to the

P. Objection if Any Received:

Where any objection of any person whose interest is likely to be affected by the proposed application has been received by the applicant, it shall serve a copy thereof to the Central Government on or before the date of hearing .If objection is received, Central Government will, before passing any order, ensure that the company has either obtained consent of the person who had objected to the alteration or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government.

• the Central Government shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.
• where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.