Shifting of Registered Office Address

SHIFTING OF REGISTERED OFFICE ADDRESS

{Section 12 and 13 of the Companies Act, 2013 and Rule 25, 26, 27, 28, 30 & 31 of Companies (Incorporation) rules, 2014}

 

{Power of Central Government of section 13 of the Companies Act, 2013 delegated to the Regional Director vides notification dated 19th December, 2016}

 

INTRODUCTION

Every Company is required to have an office for its business at the time of incorporation of the Company for receiving and acknowledging all communication & notices as may be addressed to it that is called ‘Registered Office’.

 

But if a company does not have registered office address at the time of incorporation then within 15 days of its incorporation the company shall have to arrange its office as registered office and for the same, the company shall furnish to the Registrar verification of its registered office within a period of 30 days of its incorporation in e-form INC-22 along with the fees and with the following attachments:

  1. the registered document of the title of the premises of the registered office in the name of the company; or
  2. the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month; or
  3. the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months, and
  4. The authorization / NOC from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office.

NOTE: Comply with the law applicable to the company including listing agreement and published on the website of the company, if any.

 

Please note that the 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. But after completion of such inquiry, inspection, investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, shifting of registered office shall be allowed.

 

COMPLIANCES AFTER INFORMING THE DETAILS OF REGISTERED OFFICE TO THE REGISTRAR

Every company shall:

  1. 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.
  2. get its name, address of its registered office and the Corporate Identity Number (CIN) along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications.
  3. Every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate Identity Number (CIN), Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website.

 

CHANGE OF SITUATION OF THE REGISTERED OFFICE

Every change of the situation of the registered office shall be given to the Registrar within 15 days of the change and the Registrar shall record the same.

  

CHANGE OF SITUATION OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE

In case of change in situation of registered office within the local limits of the city, town or village, Moa of the Company will not change.

For example if the registered office of the company is in NCT of Delhi and if you shift the registered office from Preet Vihar, New Delhi to Lajpat Nagar, Delhi then State is same i.e. Delhi. So there will be no change in the MOA of the Company as the state is same.

The Board of Directors of the company can decide to shift the registered office of the company within the local limits of the city, town or village without the permission of shareholders or any other authority. But intimation of change shall be given to the Registrar within 15 days of the change in e-form INC-22 along with the prescribed fee with the following documents:

  1. Board Resolution for approval of shifting of registered office, and
  2. the registered document of the title of the premises of the registered office in the name of the company; or
  3. the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month; or
  4. the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months, and
  5. The authorization / NOC from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office.

 

NOTE: Comply with the law applicable to the company including listing agreement and published on the website of the company, if any.

 

 CHANGE OF SITUATION OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE BUT WITHIN THE SAME STATE:

In case of change in situation of registered office outside the local limits of the city, town or village but within the same state, Moa of the Company will not alter but here shareholders approval by way of passing special resolution is needed.

For example if the registered office of the company is in the state of Uttar Pradesh and if you shift the registered office from Lucknow, UP to Noida, UP then State is same i.e. UP. So there will be no alteration in the MOA of the Company as the state is same.

 

The Board of Directors of the company can decide to shift the registered office of the company outside the local limits of the city, town or village but within the same state and take the approval of shareholders by way of special resolution but no other permission is needed from any other authority.

 

The certified true copy of special resolution with the Explanatory statement shall be filed in the e-form MGT-14 within 30 days of passing the same to the Registrar.

 

And intimation of change of registered office shall be given to the Registrar within 15 days of the change in e-form INC-22 along with the prescribed fee with the following documents:

  1. Copy of Board Resolution and Special Resolution for approval of shifting of registered office, and
  2. the registered document of the title of the premises of the registered office in the name of the company; or
  3. the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month; or
  4. the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months, and
  5. The authorization / NOC from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office.

 

NOTE: Comply with the law applicable to the company including listing agreement and published on the website of the company, if any.

 

 

CHANGE IN SITUATION OF REGISTERED OFFICE WITHIN THE SAME STATE FROM THE JURISDICTION OF ONE ROC TO ANOTHER ROC:

 

This case applicable is applicable in 2 states – Maharashtra and Tamilnadu. Both states have 2 ROC offices. Here, the registered office of the company is shifted from the jurisdiction of one ROC to another ROC but within the same state. So, Company is needed members approval by way of special resolution and Regional Directors (RD) approval.

 

Name of state having 2 ROC:

  1. Maharashtra:
    1. ROC Pune having jurisdiction on the districts- Ahmednagar, Kolhapur, Pune, Ratnagiri, Sangli, Satara, Sindhudurg and Sholapur
    2. ROC Mumbai having jurisdiction on the remaining districts in the state.
  2. Tamilnadu:
    1. ROC Coimbatore having jurisdiction on the districts- Coimbatore, Dharmapuri, Dindigul, Erode, Krishnagiri, Nammakkal, Nilgiris, Salem
    2. ROC Chennai having jurisdiction on the remaining districts in the state.

 

Here also MOA of the Company will not alter because state is same.

For example if the registered office of the company is in the state of Maharashtra and if you shift the registered office from Pune to Mumbai then State is same i.e. Maharashtra but city has been changed and ROC also. But there will be no alteration in the MOA of the Company as the state is same.

 

STEPS:

 

  1. Pass Board resolution for approval to shift registered office and also appoint a professional for representation on behalf of the company.
  2. Conduct General Meeting and pass Special resolution for approval for shifting registered office.
  3. File e-form MGT-14 to ROC within 30 days of passing Special Resolution along with:
    • Special Resolution along with Explanatory statement
    • Notice of General Meeting
  4. At least one month before filing an application to Regional Directors, Company shall publish a notice/advertisement in daily News paper published in English and in the principal language of that district in the which the registered office of the company currently situated and circulating in that district.
  5. At least one month before filing an application to Regional Directors, serve individual notice clearly indicating the matter of application to each debenture holder, depositor and creditor of the company and stating that whose interest in likely to be affected by the proposed shifting of registered office may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of notice.
  6. If no objection is received by the RD within 21 days from the date of service or publication of the notice, the person concerned shall be deemed to have given his/her consent to the change of registered office proposed in the application.
  7. Before filing e-form INC-23, file e-form GNL-2 for intimation to ROC with all the docs/annexure that will be filed in e-form INC-23.
  8. Courier the all the docs (that will be filed to RD in e-form INC-23) with Chief Secretary of the State and also to the concerned regulator, if any.
  9. File e-form INC-23 for application to Regional Director (RD) along with:
    • AOA & MOA
    • Notice of General Meeting with explanatory statement
    • Certified True copy of Special Resolution with explanatory statement
    • Certified true copy of Minutes of General Meeting
    • Proof of Service of the Application to the ROC, Chief Secretary of the State, SEBI or any other regulatory authority, if applicable.
    • Petition or application with the Rs. 10/- court fees.
    • Affidavit verifying the petition
    • Affidavit disclosing or correctness of the Advertisement
    • List of shareholders, Creditors, depositors and debenture holders (Not more than 30 days old)
    • An affidavit verifying the list of Creditors, depositors and debenture holders and amounts due to them.
    • A copy of Board resolution or Power of Attorney or the executed Vakalatnama.
    • Copy of Newspaper advertisement
    • The nature and respective amounts due to debenture holders, creditors and depositors in respect of debts, claims or liabilities.
    • No objection from creditors, debenture holders and depositors, if received any.
    • A copy of the No objection Certificate from the RBI where the applicant is a registered Non-Banking Financial Company.
    • Affidavit by the Company signed by the Company Secretary of the company, if any and not less than 2 Directors of the company, one of whom shall be MD, if any in regards to the correctness of list of creditors and affairs of the company.
    • Affidavit from directors of the company that no employee shall be retrenched as a consequence of change of registered office.
    • Copy of objection, if received.
    • Latest Financial statements with the relevant annexure and Auditor’s report thereon
    • Auditors certificate for the correctness of the amount of Creditors, Depositors or Debenture holders.
    • Others, if any.
  10. Keep ready the file with all the docs Submitted with RD in e-form INC-23 for the hearing.
  11. The confirmation of the application filed to RD shall be communicated within a period of 30 days from the date of filing the application by the RD to the Company.
  12. File e-form INC-28 – the order of RD within 60 days of confirmation/order of RD.
  13. After filing the order of RD, File e-form INC-22 for notice of change of registered office of the company within 15 days of approval of INC-28 along with:
    • Copy of Board Resolution and Special Resolution for approval of shifting of registered office, and
    • the registered document of the title of the premises of the registered office in the name of the company; or
    • the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month; or
    • the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months, and
    • The authorization / NOC from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office, and
    • Order of RD
  14. The confirmation of the shifting of registered office shall be given by ROC within 30 days of filing e-form INC-22 to the Company.
  15. The certificate shall be conclusive evidence that all the requirements of CA, 2013 with respect to change of registered office in pursuance of the section 12 of the CA, 2013 have been complied with and the change shall take effect from the date of the certificate.

 

NOTE: Comply with the law applicable to the company including listing agreement and published on the website of the company, if any.

 

 

CHANGE IN SITUATION OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE:

 

In this case, the registered office of the company is shifted from the jurisdiction of one state to another state. MOA of the Company will alter here (Clause II of MOA).

 

For example if the registered office of the company is shifted from the jurisdiction of the NCT of Delhi to jurisdiction of Mumbai.

 

STEPS:

 

  1. Pass Board resolution for approval to shift registered office and also appoint a professional for representation on behalf of the company.
  2. Conduct General Meeting and pass Special resolution for approval for shifting registered office.
  3. File e-form MGT-14 to ROC within 30 days of passing Special Resolution along with:
    • Special Resolution along with Explanatory statement
    • Notice of General Meeting
    • Altered MOA of the Company
  4. At least 14 days before the date of hearing (Preferably One month before the date of filing e-form INC-23), Company shall publish a notice/advertisement in form INC-26 in daily News paper published in English and in the principal language of that district in the which the registered office of the company currently situated and circulating in that district.
  5. At least 14 days before the date of hearing (Preferably One month before the date of filing e-form INC-23), serve individual notice clearly indicating the matter of application to each debenture holder, depositor and creditor of the company and stating that whose interest in likely to be affected by the proposed shifting of registered office may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company before the date of hearing.
  6. Where no objection has been received from any of the parties, who have been duly served, the application may be put up orders without hearing.
  7. Before filing e-form INC-23, file e-form GNL-2 for intimation to ROC with all the docs/annexure that will be filed in e-form INC-23.
  8. Courier the all the docs (that will be filed to RD in e-form INC-23) with Chief Secretary of the State and also to the concerned regulator, if any.
  9. File e-form INC-23 for application to Regional Director (RD) along with:
    • AOA & MOA
    • Notice of General Meeting with explanatory statement
    • Certified True copy of Special Resolution with explanatory statement
    • Certified true copy of Minutes of General Meeting
    • Proof of Service of the Application to the ROC, Chief Secretary of the State, SEBI or any other regulatory authority, if applicable.
    • Petition or application with the Rs. 10/- court fees.
    • Affidavit verifying the petition
    • Affidavit disclosing or correctness of the Advertisement
    • List of shareholders, Creditors, depositors and debenture holders (Not more than 30 days old)
    • An affidavit verifying the list of Creditors, depositors and debenture holders and amounts due to them.
    • A copy of Board resolution or Power of Attorney or the executed Vakalatnama.
    • Copy of Newspaper advertisement
    • The nature and respective amounts due to debenture holders, creditors and depositors in respect of debts, claims or liabilities.
    • No objection from creditors, debenture holders and depositors, if received any.
    • A copy of the No objection Certificate from the RBI where the applicant is a registered Non-Banking Financial Company.
    • Affidavit by the Company signed by the Company Secretary of the company, if any and not less than 2 Directors of the company, one of whom shall be MD, if any in regards to the correctness of list of creditors and affairs of the company.
    • Affidavit from directors of the company that no employee shall be retrenched as a consequence of change of registered office.
    • Copy of objection, if received.
    • Latest Financial statements with the relevant annexure and Auditor’s report thereon
    • Auditors certificate for the correctness of the amount of Creditors, Depositors or Debenture holders.
    • Others, if any.
  10. Keep ready the file with all the docs Submitted with RD in e-form INC-23 for the hearing.
  11. Before confirming the alteration, the RD shall ensure that, with respect to every creditors and debenture holder who, in the opinion of the RD, is entitled to object to the alteration, and who signifies his objection in the manner directed by the RD, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the RD.
  12. The RD may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.
  13. File e-form INC-28 – the order of RD within 30 days of confirmation/order of RD.
  14. After filing the order of RD, File e-form INC-22 for notice of change of registered office of the company within 15 days of approval of INC-28 along with:
    • Copy of Board Resolution and Special Resolution for approval of shifting of registered office, and
    • the registered document of the title of the premises of the registered office in the name of the company; or
    • the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month; or
    • the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months, and
    • The authorization / NOC from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office, and
    • Order of RD
  15. The confirmation of the shifting of registered office shall be given by ROC within 30 days of filing e-form INC-22 to the Company.
  16. The certificate shall be conclusive evidence that all the requirements of CA, 2013 with respect to change of registered office in pursuance of the section 12 of the CA, 2013 have been complied with and the change shall take effect from the date of the certificate.

 

NOTE: Comply with the law applicable to the company including listing agreement and published on the website of the company, if any.

 

 

FOR MORE ARTICLES VISIT TO:

 http://csvishalsharma.blogspot.in/

 

 

For any further queries, feel free to Contact

 

VISHAL SHARMA

Company Secretary

Mob: 9716763754

Email: csvishalpbs@gmail.com, vishal_swiss456@yahoo.in

 

 

 

 

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