According to Section 12 of the Companies Act 2013, A Company shall within 30 days of its incorporation and at all times thereafter, shall have a Company registered office. It is a place where capable of receiving and acknowledging all communications and notices as may be addressed to the company.

The company’s registered office is mentioned in the situation clause of the Memorandum of Association. The notice regarding the detailed address of the registered office of the company has to be given to the Registrar of companies.

There may be situations when a company may be required to change its registered office. In such a case, the company would be required to follow the procedure as laid down by the ministry of corporate affairs.

DIFFERENT TYPES OF CHANGE OF REGISTERED ADDRESS OF COMPANY

It may be

  1. Within the same city
  2. Within the same state and under the same ROC
  3. Within same state and under different ROC
  4. From one state to another state.

The Compliances to be followed shall process in accordance with the type of change in registered office.

  1. REGISTERED OFFICE CHANGE WITHIN THE SAME CITY

The change of registered office within the local limits of the city, town or village is the simple process.

Following procedural compliances must be followed for it.

  • The Company must arrange a Board meeting for passing a Board resolution for changing the regional office.
  • Form INC-22 (Notice for change in situation of registered office) has to be filed with the Ministry of corporate affairs, The Notice of Intimation in Form INC – 22 should be given within 30 days from the Incorporation.

Documents need to be attached

  • With the form INC-22, rent agreement from the owner is case of place rented.
  • For address proof of business utility bills need to attach.
  • WITHIN THE SAME STATE AND UNDER THE SAME ROC

When office of the company shifted to outside the local limits of the city/town where it is currently situated but under the jurisdiction of the same Registrar of Company (ROC), then following procedure needs to be undertaken.

  • A board meeting has to be arranged by company and in the board meeting resolution for calling Extraordinary General Meeting has to be passed
  • A Special resolution for changing the registered office must be passed in the Extraordinary General Meeting
  • Forms INC-22 and MGT -14 must be filed with MCA, within 30 days of passing of special resolution.

Documents need to be attached

  • NOC from owner and the rent agreement in case the registered office place is rented.
  • Utility bills as address proof for business
  • A Copy of the Special Resolution.
  •  WITHIN SAME STATE AND UNDER DIFFERENT ROC

Following procedure need to be follow for changing the registered office from the jurisdiction of one ROC to another within the same state.

  • A Board Meeting must be convened.
  • In the Board meeting special resolution for Extraordinary General Meeting has to be passed.
  • Any director or company secretary of the company shall be authorized for moving in application in Form INC-23 to the Regional Director and making other related compliances.
  • A special resolution shall be passed by taking approval of the members for changing the registered office of the company, in the Extraordinary General Meeting.
  • Form MGT-14 shall be filled along with the notice of the EGM and certified true copy of the special resolution, within 30 days of passing of the special resolution.
  • In e form INC-23, an application with the prescribed fees, shall be filled with the Regional Director (under whose jurisdiction the existing Registered office of the company falls) for confirmation regarding change of office.

The application shall be accompanied with the following documents:

  • Board Resolution for shifting of the Registered office
    • Special resolution by the members of the company confirming the change in the Registered office Address.
    • A Declaration by key managerial personnel of the company or any two director who have be authorized by Board which states that company has not defaulted in paying dues to its workmen and  either has its  creditors consent for shifting the office.
    • An acknowledgment copy of intimation which has been made to the Chief secretary of the state regarding the proposed changed registered office and mentioning that interest of the employee shall not be affected as consequences of the change in Registered office.
    • A confirmation order for shifting the Registered Office shall be obtained from the Regional Director and the same shall be filed with the ROC in Form INC-28 along with the prescribed fee within 60 days of receiving the confirmation order.
    • On receipt of the confirmation order from the Regional Director, the Registrar has to be notified via e-Form INC-22, along with the prescribed fee, within 30 days.
    • The new Registered Address of the company has to be printed on all company’s bill heads, letter head, business letters, notices and official publication, the new Registered Address of the company has to be printed.
  • FROM ONE STATE TO ANOTHER STATE.

Following is the procedure for changing registered office from one state to another:

  • A Board meeting must be convened.
    • In Board Meeting following resolutions must be discussed:
      • Changing Registered office from one state to another
      • Alteration in Memorandum of association
      • Call Extraordinary General meeting
      •  Any director or company secretary of the company shall be authorised for moving in application in Form INC-23 to the Regional Director and making other related compliances.
      • In EGM special resolution must be pass for shifting the Registered office from one state to another and within 30 days form MGT-14 must be passed Notice of EGM and certified true copy of the Special resolution must be attached along with the form
      • An application seeking confirmation from Regional Director shall be filled in e form INC-23 along with prescribe form, following documents shall be attached
        • Copy of MOA
        • Copy of Minutes of meeting which has details of details of votes in and against the resolution shall be provided
        • Copy of Board resolution
        • List of all creditors and debenture holders stating the amount due to each one of them.
        • An application with all the attachments shall be made to the Registrar and the Chief Secretary of the State Government or the Union Territory, where the office of the company is situated.
        • A copy of advertisement published in newspapers, notice sent to the debenture holders and creditors, objections received if any, counter responses of the company to such objections.

IF ANY OBJECTION IS RECEIVED

A hearing shall be held by the Central Government whereby it shall direct the company to file an affidavit to record the consensus that is reached in the hearing. When this affidavit is executed, the Central Government shall approve the shifting of the Registered Office within 60 days of filing the application.

In case no consensus is reached and an objection is received, the company shall file an affidavit in the manner that it plans to resolve such objection. When this affidavit is executed, the Central Government shall accordingly confirm or reject the alteration within sixty days of filing of the application.

IF NO OBJECTION IS RECEIVED

In case no objection is received, there is no requirement of hearing from the Central Government. The application will be filed, and the order of confirmation or rejection shall be passed within 15 days.

On receipt of confirmation, the same must be filed with the Registrar within 30 days in e-form INC-22. The following documents shall be attached with the along with the confirmation order:

  • Copy of the Confirmation order
  • Copy of the altered MOA.
  • Registered document showing the title of the Registered Office in the company’s name
  • Authorization from the owner to use the premises as the company’s Registered Office
  • Copy of leas/rent agreement
  • A proof of evidence of the owner (not more than two months old) like electricity bill, telephone bill, etc.

The new address must be, then, printed on all the Company’s letterheads, business heads, notice and other publications.

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