Shifting Of Registered Office Under Companies Act, 2013

As per Section 12 of Companies Act, 2013 and applicable provisions thereto, a corporate must have a registered office on and from the fifteenth day of its incorporation and at all times thereafter, capable of receiving and acknowledging all communications and notices as may be addressed to it. 

A company can change its registered office from one place to another place due to business requirements and ease of working.

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There are different cases with respect to shifting of registered office of the company:

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Procedural aspects related to each case with required documentation is provided herein below:

As the first case specifically talks about Change Within The Local Limits of Same City, Town or Village, therefore it is the most convenient and less complex way to do the same, as not much documentation is involved in it.

Steps involved:

  1. Conduct Board Meeting of the company. 
  2. Pass necessary Board Resolution to give effect to the change of registered office of the Company. 
  3. Company shall intimate the registrar within 15 days of change of registered office in form e-form INC 22.

Documents required:

  • Proof of registered office (utility bill) not older than 2 months 
  • NOC from the owner of the property if taken on rent or lease

Outside the local limits of any City, Town or Village

Steps Involved:

  1. Conduct Board Meeting 
  2. Pass Board Resolution with the approval of the Board of Directors of the Company subject to approval of members 
  3. Conduct Extra-ordinary General Meeting 
  4. Pass special resolution to give effect to change in registered office of the company and alteration of MOA.
  5. File MGT-14 and INC-22 with ROC within 30 days of passing special resolution.

Documents Required:

  • Notice of EGM
  • Proof of registered office (utility bill) not older than 2 months 
  • NOC from the owner of the property if taken on rent or lease

 

Change within same state from jurisdiction of one ROC to another

Steps involved:

  • Hold Board Meeting and pass necessary board resolution for: 
  1. Change in registered office 
  2. Approve the notice of EGM 
  3. Authorise CS or Director to move an application before RD to alter MOA 
  4. Authorise the CS or Director to file an application before the CG for its approval for the proposed shifting
  • Hold extraordinary general meeting to pass special resolution subject to approval of CG.
  • File MGT-14 with ROC within 30 days of passing of special resolution 
  • Prepare a list of creditors or debenture holders and intimate them accordingly, as this list is required to be filed with the application so it should be verified by statutory auditor of the company.
  • Prepare list of employees to ensure that no employee will be retrenched as a consequence of shifting 
  • Prepare list of application and file it with Regional Director, also send a copy with Chief Secretary of the State 
  • The original application filed in INC-23 seeking approval of Central Government 
  • After getting approval from Central Government, file it with Registrar in form INC-28 within 30 days of getting confirmation 
  • File INC-22 with ROC within 30 days of confirmation of shifting of registered office 

Documents required:

  1. A copy of the Memorandum And Articles Of Association
  2. Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report
  3. Notarized copy of lease / rent agreement
  4. NOC from the owner
  5. Utility bill not older than 2 months

Change from One State to Another

Steps Involved:

 

  • Hold Board Meeting

Pass Board resolution to approve the shifting of registered office from one state to another state and approve the notice of general meeting to obtain the shareholders’ approval

  • Hold Extraordinary General Meeting 

Pass special resolution by obtaining approval of the members of the Company for the proposed shifting.

  • Filing of e-forms

In compliance with the applicable provisions, necessary filing with respect to special resolution passed at the meeting needs to be done with the Registrar of companies for the proposed shifting.

  • Drafting General Notice

For publication in the requisite newspapers in regard with proposed shifting a general notice needs to be drafted.

  • Preparation of Petition

For filing the application to Regional Director, Registrar of companies and the Chief Secretary of the concerned state Government, preparation of petition, Affidavits and various other documents is required.

  • Follow up with the ROC

After filing the petition with necessary documents with the ROC, follow up with the departments for their comments and queries on the same. They can further ask for documents which are required for their consideration. 

  • Hearing

Regional Director is of view for further inquiry might schedule a hearing of the applicant.

  • Obtaining approval

Central Government grant the approval for Shifting of the Registered Office of the Company.

Documents required:

  1. Certified copy of altered MOA and AOA
  2. Copy of certificate of incorporation 
  3. Latest list of creditors not older than one month 
  4. Affidavits and declarations which are required by the department 
  5. Newspaper publications
  6. Power of attorney in favour of person authorized to do necessary filing 
  7. Other documents, if required

Smartbiz Guru is one point solution for your every mode of shifting of registered office, we will get you the approval and can help you in conducting your business smoothly and hassle free. Our motive is to provide you the best of the services available in the town.

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