Provisions/ Procedure for Shifting of Registered Office-Companies Act, 2013

CS S. Dhanapal

Provisions regarding registered office of a company are primarily contained in Section 12 of the Companies Act, 2013. As per Section 12, every company is required on and from the 15th day of its incorporation and at all times thereafter to have a registered office which is capable of receiving and acknowledging all communications and notices as may be addressed to it. Companies are also required to furnish a verification of their registered office to the Registrar of Companies (ROC) within 30 days of the incorporation in the manner contained in the Rule 25 of Companies (Incorporation) Rules, 2014.

After incorporation, whenever there is a change in the registered office of the company then, a notice of the change of the registered office along with a verification of the registered office in the manner contained in Rule 27 of Companies (Incorporation) Rules, 2014, needs to be filed with the ROC within 15 days of each change.

Provisions and procedures relating to Shifting of Registered Office

For the purpose of understanding the provisions relating to shifting of Registered Office, the types of shifting can be bifurcated asSHIFTING OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED

For Example – Shifting of Registered office from Nungambakkam in Chennai to Anna Nagar in Chennai.

Whenever there is a change in the registered office of the company then, a notice of the change of the registered office along with a verification of the registered office needs to be filed with the ROC within 15 days of each change.

Section and Rule Applicable

Section 12 read with Rule 27 of Companies (Incorporation) Rules, 2014

Nature of Approval Required:

Board of Directors

E-form to be filed

INC 22

Supporting Documents Required

There shall be attached to e-Form, any of the following documents, namely:-

• the registered document of the title of the premises of the registered office in the name of the company; or
• the 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;
• the 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
• the 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.
  

Time limit within which the form has to be filed

Within 15 days of the change

Mode of Filing and payment

Form has to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

Filing fees

As per The Companies (Registration offices and fees) Rules, 2014

In case of company have share capital

Nominal Share Capital	Fee applicable
Less than 1,00,000	Rupees 200
1,00,000 to 4,99,999	Rupees 300
5,00,000 to 24,99,999	Rupees 400
25,00,000 to 99,99,999	Rupees 500
1,00,00,000 or more	Rupees 600

 In case of company not having share capital – Rs. 200/-

Additional fees

Period of delay	Rate of Additional Fees
Up to 30 days	2 times of normal fees
More than 30 days and up to 60 days	4 times of normal fees
More than 60 days and up to 90 days	6 times of normal fees
More than 90 days and up to 180 days	10 times of normal fees
More than 180 days	12 times of normal fees

Certification requirements

Form has to be certified by a Practising Chartered Accountant, Company Secretary or Cost Accountant.

SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED AND WITHIN THE JURISDICTION OF SAME ROC

For Example – Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Madurai, Tamilnadu (ROC, Chennai)

Section and Rule Applicable

Section 12 read with Rule 27 of Companies (Incorporation) Rules, 2014

Nature of Approval Required:

Member’s approval by means of special resolution

E-form to be filed

INC 22	For shifting of Registered Office
MGT 14	For special resolution

Supporting Documents Required

There shall be attached to e-Form, any of the following documents, namely:-

• the registered document of the title of the premises of the registered office in the name of the company; or
• the 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;
• the 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
• the 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.
  

Time limit within which the form has to be filed

INC 22	Within 15 days of the change
MGT 14	Within 30 days of passing of special resolution

Mode of Filing and payment

Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

Filing fees (for both the forms)

As per The Companies (Registration offices and fees) Rules, 2014

In case of company have share capital

Nominal Share Capital	Fee applicable
Less than 1,00,000	Rupees 200
1,00,000 to 4,99,999	Rupees 300
5,00,000 to 24,99,999	Rupees 400
25,00,000 to 99,99,999	Rupees 500
1,00,00,000 or more	Rupees 600

 In case of company not having share capital – Rs. 200/-

Additional fees

Period of delay	Rate of Additional Fees
Up to 30 days	2 times of normal fees
More than 30 days and up to 60 days	4 times of normal fees
More than 60 days and up to 90 days	6 times of normal fees
More than 90 days and up to 180 days	10 times of normal fees
More than 180 days	12 times of normal fees

Certification requirements

Forms have to be certified by a Practising Chartered Accountant, Company Secretary or Cost Accountant.

SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED AND FROM THE JURISDICTION OF ONE ROC TO ANOTHER

For Example – Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Coimbatore, Tamilnadu (ROC, Coimbatore)

Section and Rule Applicable

Section 12 read with Rule 28 of Companies (Incorporation) Rules, 2014

Nature of Approval Required:

Member’s approval by means of special resolution and Regional Director’s approval

E-form to be filed

MGT 14	For special resolution
GNL 1	For filing copy of application to ROC
INC 23	For seeking approval of Regional Director
INC 22	For shifting of Registered Office
INC 28	For filing copy of RD order with ROC

Procedure to be followed

• Pass Special Resolution seeking members’ approval for shifting of registered office. Form MGT-14 to be filed within 30 days.

• At least one month before filing application with Regional Director –
  • publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated and
  • serve individual notice on each debenture holder, depositor and creditor of the company

The newspaper advertisement/notice to creditors should state that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice.

• Draw up the application and file form INC 23, supported by following documents
  • Copy of minutes of meeting in which special resolution has been passed
  • Copy of Memorandum of Association
  • Notice convening the general meeting along with explanatory statement
  • Extract of special resolution passed by members approving the change of registered office
  • Copies of advertisement published
  • Copies of notice sent to creditors, debenture holder, depositor along with dispatch proof
  • Particulars of objections received;
  • Any attachment to support the details of prosecution filed against the company and its officers in default, if any

• File a copy of the application to ROC in form GNL 1

• Once the order is passed by the RD, approving shifting of the registered office, file form INC 22 with both the ROCs, supported by the following documents:
  • the registered document of the title of the premises of the registered office in the name of the company; or
  • the 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;
  • the 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
  • the 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.
  • Copy of order passed by RD.

• File copy of RD order with ROC in form INC 28.
  

Time limit within which the form has to be filed

MGT 14	Within 30 days of passing special resolution
GNL 1	Simultaneously with filing of form INC 23
INC 23	At least 1 month after serving notice to creditors and publication of newspaper advertisement
INC 22	Within 15 days of order passed by RD
INC 28	Within 30 days of order passed by RD

Mode of Filing and payment

Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

Filing fees (For forms INC 22, INC 28 and MGT 14)

As per The Companies (Registration offices and fees) Rules, 2014

In case of company have share capital

Nominal Share Capital	Fee applicable
Less than 1,00,000	Rupees 200
1,00,000 to 4,99,999	Rupees 300
5,00,000 to 24,99,999	Rupees 400
25,00,000 to 99,99,999	Rupees 500
1,00,00,000 or more	Rupees 600

 In case of company not having share capital – Rs. 200/-

Additional fees

Period of delay	Rate of Additional Fees
Up to 30 days	2 times of normal fees
More than 30 days and up to 60 days	4 times of normal fees
More than 60 days and up to 90 days	6 times of normal fees
More than 90 days and up to 180 days	10 times of normal fees
More than 180 days	12 times of normal fees

 Filing fees (For form GNL 1 and INC 23)

	Application made	Other than OPC & Small company	OPC & Small company
(i)	By a company having an authorized share capital of:a) Up to Rupees 25,00,000b) Above Rupees 25,00,000 but up to Rupees 50,00,000 c) Above Rupees 50,00,000 but up to Rupees 5,00,00,000 d) Above Rupees 5,00,00,000 but up to Rupees 10 crore or more e) Above Rupees 10 crore	2000 5000       10000   15000   20000	1000   1500     N/A N/A   N/A
(ii)	By a company limited by guarantee but not having a share capital	2000	N/A
(iii)	By a company having a valid license issued under section 8 of the Act (Section 8 Company)	2000	N/A

 Certification requirements

Forms have to be certified by a Practising Chartered Accountant, Company Secretary or Cost Accountant.

SHIFTING OF REGISTERED OFFICE FROM ONE STATE OR UNION TERRITORY TO ANOTHER STATE

For Example – Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Coimbatore, Tamilnadu (ROC, Coimbatore)

Section and Rule Applicable

Section 13 read with Rule 30 of Companies (Incorporation) Rules, 2014

Nature of Approval Required:

Member’s approval by means of special resolution and Regional Director’s approval

E-form to be filed

MGT 14	For special resolution
GNL 1	For filing copy of application to ROC
INC 23	For seeking approval of Regional Director
INC 22	For shifting of Registered Office
INC 28	For filing copy of RD order with ROC

Procedure to be followed

• Pass Special Resolution seeking members’ approval for shifting of registered office. Form MGT-14 to be filed within 30 days.

• Draw up the application supported by following annexures:
  • a copy of the memorandum and articles of association;
  • a copy of the notice convening the general meeting along with relevant Explanatory Statement;
  • a copy of the special resolution sanctioning the alteration by the members of the company;
  • a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;
  • an affidavit verifying the application;
  • the list of creditors and debenture holders entitled to object to the application;
  • an affidavit verifying the list of creditors;
  • the document relating to payment of application fee;
  • a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.
  • a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details, namely:-
    • the names and address of every creditor and debenture holder of the company;
    • the nature and respective amounts due to them in respect of debts, claims or liabilities
  • an affidavit, signed by the Company Secretary of the company, if any and not less than two directors of the company, one of whom shall be a managing director, where there is one, to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge.
  • an affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state
• File an application to the Chief Secretary of the concerned State Government or the Union territory for giving notice of the proposed shifting of registered office.

• Keep a duly authenticated copy of the list of creditors at the registered office of the company so that any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.

• File a copy of the application along with all annexures to ROC in form GNL 1.

• File form INC 23 to Regional Director supported by the application and all annexure as stated above and a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar (challan of form GNL 1) and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.

• At least 14 days before the date of hearing given by Regional Director –
  • advertise the application in the Form No.INC.26 in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district;
  • serve, by registered post with acknowledgement due, individual notice(s), on each debenture-holder and creditor of the company; and
  • serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.

The newspaper advertisement/notice to creditors should state that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice.

• Once the order is passed by the RD, approving shifting of the registered office, file form INC 22 with both the ROCs, supported by the following documents:
  • the registered document of the title of the premises of the registered office in the name of the company; or
  • the 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;
  • the 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
  • the 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.
  • Copy of order passed by RD.

• File copy of RD order with ROC in form INC 28.
  

Time limit within which the form has to be filed

MGT 14	Within 30 days of passing special resolution
GNL 1	Simultaneously with filing of form INC 23
INC 23	At least 1 month after serving notice to creditors and publication of newspaper advertisement
INC 22	Within 15 days of order passed by RD
INC 28	Within 30 days of order passed by RD

Mode of Filing and payment

Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

Filing fees (For forms INC 22, INC 28 and MGT 14)

As per The Companies (Registration offices and fees) Rules, 2014

In case of company have share capital

Nominal Share Capital	Fee applicable
Less than 1,00,000	Rupees 200
1,00,000 to 4,99,999	Rupees 300
5,00,000 to 24,99,999	Rupees 400
25,00,000 to 99,99,999	Rupees 500
1,00,00,000 or more	Rupees 600

 In case of company not having share capital – Rs. 200/-

Additional fees

Period of delay	Rate of Additional Fees
Up to 30 days	2 times of normal fees
More than 30 days and up to 60 days	4 times of normal fees
More than 60 days and up to 90 days	6 times of normal fees
More than 90 days and up to 180 days	10 times of normal fees
More than 180 days	12 times of normal fees

 Filing fees (For form GNL 1 and INC 23)

	Application made	Other than OPC & Small company	OPC & Small company
(i)	By a company having an authorized share capital of:a) Up to Rupees 25,00,000b) Above Rupees 25,00,000 but up to Rupees 50,00,000 c) Above Rupees 50,00,000 but up to Rupees 5,00,00,000 d) Above Rupees 5,00,00,000 but up to Rupees 10 crore or more e) Above Rupees 10 crore	20005000  10000   15000   20000	10001500  N/A   N/A     N/A
(ii)	By a company limited by guarantee but not having a share capital	2000	N/A
(iii)	By a company having a valid license issued under section 8 of the Act (Section 8 Company)	2000	N/A

 Certification requirements

Forms have to be certified by a Practising Chartered Accountant, Company Secretary or Cost Accountant.