CHANGE OF REGISTERED OFFICE

Change of Registered Office

A registered office is the official address of a company to which all official letters, notices and reminders will be sent by any person, any government or non-government or regulatory body. In terms of section 7 of the Companies Act, 2013 (‘the Act’), all registered companies are legally required to have a registered office address in India from the date of commencement of business or within fifteen days (as per the Companies Amendment Act, 2017 period of 15 days shall be substituted with 30 days) from the date of incorporation whichever is earlier.
However, under the incorporation process effective as on date, the proposed company is required to intimate the address of its proposed registered office the time of incorporation itself. Usually, a registered office is situated where most of the stakeholders reside. The only reason being is for their convenience.
However sometimes it happens so that the registered office needs to be shifted to another place for better management of the company. The shifting can be within the local limits of same city, outside the local limits within same city, from jurisdiction of present Registrar of Companies (‘ROC’) to jurisdiction of another ROC (from Delhi to Maharashtra) and sometimes, from one state to another.

1
Board Meeting

Convene and hold a board meeting by issuing notices to all directors to decide on
i.) Shifting of registered office from jurisdiction of one ROC to another,
ii.) Calling extraordinary general meeting, fixing of day, date and time of extraordinary general meeting and
iii.) Authorising company secretary or any director for moving an application to Regional Director (RD) in form INC23 and other miscellaneous compliance required on this behalf.
iv.) Issue notice of EGM along with clear agenda of business, draft resolution for shifting of registered office from jurisdiction of one ROC to another and explanatory statement to all members.

2
Register yourself

Hold the extra EGM on the appointed date and time and obtain approval of members by passing a special resolution for shifting of registered office from the jurisdiction of one Registrar to another [section 12(5)]. File form MGT–14 within 30 days of passing of special resolution along with notice of EGM, certified true copy of the special resolution with explanatory statement annexed thereto.

3
Payment of Online ROC

File an application for seeking confirmation from the RD (under whose jurisdiction existing registered office of the company is situated) in e- form INC-23 along with prescribed fee, accompanied by following documents [section 12(5) read with rule 25]:

  • 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 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 proposed shifting or has made necessary provision for the payment thereof;
  • A declaration not to seek change in the jurisdiction of the court where cases for prosecution are pending;
  • Acknowledged copy of intimation to the Chief Secretary of the State as to the proposed shifting and that the employee’s interest is not adversely affected consequent to proposed shifting.

4
RD for shifting of registered office

Obtain a confirmation order from RD for shifting of registered office from jurisdiction of one Registrar to another and file same with ROC in form INC-28 along with the prescribed fees within 60 days from the date of order [section 12(6)].

5
ROC in e-form INC–22

Notify ROC in e-form INC–22 within 30 days from the receipt of confirmation order of RD along with prescribed fees and accompanied by the following documents [section 12(4)]:

  • Registered document of the title of the premises of the registered office in the name of the company; or
  • 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; Ø Authorization 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
  • 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; get a copy of the order of competent authority.

6
Printed on all Company’s Business

Get the new address of registered office printed on all company’s business letters, bill heads, letter papers, notices and other official publications (section 12).

Documents Required For Change of Registered Office

  • List of company directors
  • List of company shareholders
  • List of creditors duly certified by the auditors of the company
  • Copy of public notice published
  • Copy of certificate of MOA and AOA
  • Latest audited financial statements of the company
  • Rent agreement in the name of the company under the new Address.
  • Utility bill (not older than two months) as proof of premises and a NOC Certificate from the owner of premises.
Q. What is Registered Office?
The registered office is the principal place of business, the registered office will be used for all the official communication.
Q. Is it possible to change the registered office in the same state?
Yes, it is possible to change the registered office within the same state.
Q. Is it possible to change the registered office in the same state but outside the existing city?
Yes, it is possible to change the registered office in the same state but outside the existing city.
Q. How long does it take for the change of registered office of the business?
Usually, it takes about two to four working days for the change of registered office of the business.
Q. What is the difference between a registered office and the head office?
There is no difference between a registered office and the head office. The business conducted in the office would determine the operations of the office.

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