Registered Office change

Registered Office of a Company means a place capable of receiving and acknowledging all communications and notices as may be addressed to it by the authorities. As per the Companies Act, 2013, every company shall have a registered office within 30 days from the date of its incorporation. In case of any changes in the situation of registered office, notice of such change shall be given to the Registrar of Company (ROC).

The Shifting of registered office address can take place in the following manner:

1. Change within the local limits of same city, town or village
2. Change outside the local limits of any city, town or village within the same Registrar of Companies (ROC)
3. Change in ROC within same state
4. Change in statewithin jurisdiction of existing ROC
5. Change in state outside the jurisdiction of existing ROC

Shifting of address within the same city, town or village:

For shifting of registered office address from one place to another but within the local limits of same city/town or village the company is required to hold a board meeting. In the board meeting the board of directors after discussion can pass the resolution for change in address. The company is required to file the form INC-22 for change in address with the following attachments to the Registrar of Company (ROC):

• Board Resolution;
• Utility Services Bill of the new address of the registered office (any one from the below mentioned) not older than two months:

Telephone Bill/Electricity Bill/Gas Bill not gas payment receipt/Mobile Bill;

• No Object certificate from the legal occupant or owner of the premises in the utility bill is not in the name of the company;
• Proof of Registered Office address:

Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts/Purchase Agreement.

Shifting of address outside the local limits of any city, town or village within the same Registrar of Companies (ROC):

For shifting of registered office address outside the local limits of same city/town or village the company is required to hold a general meeting. After obtaining the approval of the shareholders in general meeting, the company is required to file the formsMGT-14 and INC-22 respectively to the Registrar of Company (ROC) with following attachments:

Form MGT-14:

• Shareholders’ Resolution;
• Explanatory statement;
• Shorter Consent, in case the general meeting is called by giving less than 21 clear days’ notice;

Form INC-22:

• Shareholders Resolution;
• Utility Services Bill of the new address of the registered office (any one from the below mentioned) not older than two months:

Telephone Bill/Electricity Bill/Gas Bill not gas payment receipt/Mobile Bill;

• No Object certificate from the legal occupant or owner of the premises in the utility bill is not in the name of the company;
• Proof of Registered Office address:

Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts/Purchase Agreement

Shifting of address from one Registrar of Company (ROC)to another within same state:

For shifting of address from one Registrar of Company to another but within same state, in addition to shareholders approval, the approval of the Regional Director is mandatory. For obtaining the approval of the Regional Director, the company is required to file an application in form INC-23. After the approval of the regional director the copy of the order is to be filed in form INC-28 and only after that the company can file the form INC-22 for change in address.

Form MGT-14:

• Shareholders Resolution;
• Updated Memorandum of Association;
• Explanatory statement
• Shorter Consent, in case the general meeting is called by giving less than 21 clear days’ notice

Form INC-23:

• Board Resolution for shifting of registered office;
• Special Resolution of the members of the company approving the shifting of registered office;
• a declaration given by the Key Managerial Personnel or any two directors authorised 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 proposed shifting or has made necessary provision for the payment
• a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending, if any;
• acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting”.

INC-28:

The certified copy of order of the Regional Director

Form INC-22:

• Shareholders Resolution
• Utility Services Bill of the new address of the registered office (any one from the below mentioned) not older than two months:

Telephone Bill/Electricity Bill/Gas Bill not gas payment receipt/Mobile Bill

• No Object certificate from the legal occupant or owner of the premises in the utility bill is not in the name of the company
• Proof of Registered Office address:

Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts/Purchase Agreement

Shifting of Registered office from one State or Union Territory to another state:

For shifting of address from one state to another, it is mandatory to get the approval of the Central Government is mandatory. Before making an application to central government in form INC-23, the company is also required to publish notice of shifting of address in newspapers, one in vernacular newspaper in the principal vernacular language in the district and one in English language in an English newspaper in the State in which the registered office of the company is situated, not later than 30 days from the date of making application.

In case no objection is received by the company from any other persons in response to the newspaper advertisement the central government may pass the order without hearing. In other cases the hearing/hearings shall be held, and the Central Government shall pass an order approving/rejecting the application within sixty days of filing the application.

After the approval of the Central Government the copy of order is to be filed in form INC-28 with both the registrar of companies and only after filing this the company can file the form INC-22 for change in address.

Form MGT-14:

• Shareholders’ Resolution;
• Updated Memorandum of Association;
• Explanatory statement;
• Shorter Consent, in case the general meeting is called by giving less than 21 clear days’ notice

Form INC-23:

• Copy of Memorandum of Association of the company with proposed alteration clause;
• Minutes of the general meeting of the company;
• Copy of board resolution authorizing the director to file the application or power of attorney on behalf of the company;
• A detailed list of creditors, debenture holders not older than one months from the date of application;
• A declaration from the any two directors of the company;
• A copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application;
• Duly authenticated copy of newspaper advertisement published in vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper not older than 30 days from the date of application;
• List of objections received by the company, if any

INC-28:

The certified copy of order of the Central Government

Form INC-22:

• Shareholders Resolution;
• Utility Services Bill of the new address of the registered office (any one from the below mentioned) not older than two months:

Telephone Bill/Electricity Bill/Gas Bill not gas payment receipt/Mobile Bill;

• No Object certificate from the legal occupant or owner of the premises in the utility bill is not in the name of the company;
• Proof of Registered Office address:

Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts/Purchase Agreement

Default:

In case the company has defaulted in complying with the requirements of Section 12 of the. Companies Act, 2013, then the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.