Shifting of Registered Office a Company

Registered office shifting

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A registered office of a company is a place where all documents, letters, notice or any communication from any individual or any entity in relation to a company is sent. It is a place required under the law to access the company. However, It is not necessary for a company to operate from its registered office. 

Definition of a registered office is given under Section -12 of the Companies Act, 2013. As per this section, a registered office means an office where all the documents, letters, notice or any communication from any individual or any entity in relation to a company is sent.

All companies shall, within 30 days from the incorporation or registration under the Companies Act, 2013 or any other previous law for the time being in force required to furnish to the Registrar of Companies (ROC), verification of its registered office in E form INC-22. All the company related forms can be downloaded from www.mca.gov.in.

Every company shall, paint or affix in Legible manner, outside every place of business of its operations in English or Regional language- (Rule-26)

  1. Name of the company
  2. Registered office address
  3. Corporate Identity Number
  4. GST Number

Every company shall, print in all its business letters, bill heads, letters papers and in all its notices and other official publications also on hundies, promissory notes, bills of exchange, purchase order, invoices, share certificates or any company has a website for conducting online business (mandatory website disclosure) or otherwise, shall publish-

  1. Name of the company
  2. Registered office address
  3. Corporate Identity Number
  4. Telephone Number
  5. Fax Number
  6. E mail id of the company
  7. Website address (if any)

Whereas 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.

RULES- Rules 25,26,27,28 of Companies (Incorporation) Rules, 2014.

E-FORMS- INC 22- Verification of registered office to ROC

INC 23- Application to Regional Director

INC 28- Filing of Order of Regional Director

INC 26- Advertisement in newspaper

Shifting of Registered Office can be done in the following ways-

  1. Within local limits of the city, town or village.
  2. Outside the local limits of the city, town or village but within the same state.
  3. Within the same state from the jurisdiction of one Registrar of companies to another.
  4. Outside the state

In this article, we shall cover Point 1 to 3 above. For shifting registered office from one state to another, a separate article shall be published.

PROCEDURE FOR SHIFTING OF REGISTERED OFFICE WITHIN LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE:

  • Convene Board Meeting for approval of shifting of registered office of the company.
  • File e form-INC-22 along with fees within a period of thirty days of shifting of registered office along with- (Rule-25)
    • Proof of registered office address shall be notarized like lease deed, rent agreement, etc. in the name of the company. If the office is neither owned nor taken on lease by the company, NOC from the owner or authorization from the owner or occupant of the premises to use the premises by the company at its registered office will be attached.
    • Utility bills i.e., telephone/gas/electricity/mobile bill depicting the registered office address shall not be older than 2 months.
    • Board resolution for approval of shifting of registered office.

PROCEDURE FOR SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WITHIN THE SAME STATE:

  • Convene board meeting for-
    • Approval of shifting of registered office
    • Finalization of notice of EGM along with explanatory statement
    • Fix date, time and venue of EGM
  • Convene EGM for approval of shifting of registered office by special resolution.
  • File E form MGT-14 within thirty days of the passing of resolution along with-
    • Special resolution
    • Explanatory statement
  • File E form INC-22 for notice of change of situation of registered office of the company within thirty days of the passing of resolution along with-
  • Proof of registered office address shall be notarized like lease deed, rent agreement, etc. in the name of the company. If neither owned nor taken on lease by the company than NOC from the owner or authorization from the owner or occupant of the premises to use the premises by the company at its registered office.
  • Utility bills i.e., telephone/gas/electricity/mobile bill depicting the registered office address shall not be older than 2 months.
  • Board resolution for approval of shifting of registered office.

PROCEDURE FOR SHIFTING OF REGISTERED OFFICE WITHIN THE SAME STATE FROM THE JURISDICTION OF ONE REGISTRAR OF COMPANIES TO ANOTHER:

  • Send notice to the chief secretary of state, Registrar, SEBI, or any other regulatory authority (notice to chief secretary is mandatory and in any other case, if required) stating that the interest of employees is not adversely affected by the proposed shifting.
  • Creditors, debenture holders, and depositors for obtaining NOC that the interest of any person is not adversely affected by changing the situation of registered office.
  • Convene board meeting for-
    • Approval of shifting of registered office
    • Finalization of notice of EGM along with explanatory statement
    • Fix date, time and venue of EGM
  • Convene EGM for approval of shifting of registered office by special resolution.
  • File E form MGT-14 within thirty days of the passing of resolution along with-
    • Special resolution
    • Explanatory statement
  • File E form INC-23 for application along with- (Rule-28)
    • Articles & Memorandum of Association.
    • Notice of EGM with Explanatory Statement, Special Resolution, Minutes of the meeting.
    • Proof of service of notice to the chief secretary of state, registrar, SEBI, or any other regulatory authority, if required.
    • Acknowledged copy of intimation sent to the chief secretary of the state.
    • Declaration by the Key Managerial Personnel or any two directors authorized by the board that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the shifting or has made provisions for payment of its debt.
  • Hard copy of the complete set of application in form INC 23 along with all annexure shall be sent to the Regional director, chief secretary and registrar office for their record.
  • Regional director shall confirm the change within 30 days of the said application.
  • File INC 28 for filing of the order of Regional director with Registrar within sixty days of confirmation/order.
  • File E form INC-22 for notice of change of situation of registered office of the company within thirty days of approval of INC 28 along with-
    • Proof of registered office address shall be notarized like lease deed, rent agreement, etc. in the name of the company. If neither owned nor taken on lease by the company than NOC from the owner or authorization from the owner or occupant of the premises to use the premises by the company at its registered office.
    • Utility bills i.e., telephone/gas/electricity/mobile bill depicting the registered office address shall not be older than 2 months.
    • Board resolution for approval of shifting of registered office.

 

PENALTY:

Company and every officer in default shall be liable with Rs. 1,000 for every day during which the default continues but not exceeding Rs. 1 Lac.

 

Comment (1)

  • sachin verma Reply

    very well drafted very uesful

    April 4, 2019 at 7:04 pm

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