Shifting of Registered Office of Company In India: A Brief

Neha Gupta

Shifting of Registered Office under Section 12 & 13 as per Companies Act 2013

Introduction & Meaning of Registered office:

A registered office is the official address of a company to which all official letters and reminders are 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 thirty days from the date of incorporation whichever is earlier.

Every change in the registered office within or outside the state shall be communicated to the registrar.

Modes of Shifting of Registered Office:

• Shifting of the registered office from its “existing location in a city, town or village to another place within the limits of the same city, town or village”.
• Shifting of the registered office to a place “outside the local limits of the existing place but in the same state” under the jurisdiction of the same Registrar of Companies” [Section- 12, sub section- 5 clause- a].
• Shifting of the registered office from the “jurisdiction of one registrar to another registrar within the same State” [Rule- 28 of The Companies (Incorporation) Rules, 2014.
• Shifting of the registered office from one state to another state in India. [Section-13(4)] [Rule- 30 of The Companies (Incorporation) Rules, 2014.

A. Shifting of registered office within the local limit of city, Town or village to another place within the limit of same city, town or village.

Steps for shifting of Registered Office:

> Call for Board Meeting.

• Issue Notice of Board Meeting u/s [173(3)] Call Meeting by giving not less than 7 (Seven) days notice in writing.
• Prepare Agenda of Board Meeting.
• Prepare Attendance Sheet of Board Meeting.

> Filling of e-Form with Roc :

INC-22 shall be filed with ROC within 15 days of passing of BR.

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 months;
• 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.

B. Shifting of the registered office to a place “Outside the local limits of the existing place but in the same State” under the jurisdiction of the same Registrar of Companies”.

Steps:

> Call for Board Meeting for holding meeting of members.

> Call for Members meeting for passing special resolution.

> Filling of e-Form with Roc:

• MGT-14 shall be filed with ROC within 30 days of passing of special resolution.
• INC-22 shall be filed with ROC within 15 days of passing of resolution.

> Documents required:

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

For e-form INC-22:

• 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.

 For MGT-14:

• Copy of resolution passed at the meeting of board members/ shareholders.

C. Shifting of the registered office from the “Jurisdiction of one Registrar to the Jurisdiction of another Registrar within the same State”.

Steps:

> Call for Board Meeting for holding meeting of members.

> Call for Members meeting for passing special resolution seeking members’ approval for shifting of registered office.

> Draw up the application and file form INC 23, supported by following documents namely:

• 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 (if any);
• Any attachment to support the details of prosecution filed against the company and its officers in default, (if any).
• Filling 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.

Filling of e-Form with Roc:

• MGT-14 shall be filed with ROC within 30 days of passing of special resolution.
• GNL-1 for filing copy of application to ROC. It should be filed simultaneously with form INC-23.
• INC-23 for seeking approval of Regional Director. It should be at least 1 month after serving notice to creditors and publication of newspaper advertisement.
• INC-22 for shifting of registered office to be filed within 15 days of order passed by RD.
• INC-28 for filing of order copy passed by RD with ROC within 30 days.

D. Shifting of the registered office from one State to another State in India.

Steps:

> Call for Board Meeting for holding meeting of members.

> Call for Members meeting for passing special resolution seeking members’ approval for shifting of registered office.

• Draw up the application and file form INC 23, 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 a copy of application to the Chief Secretary of the concerned State Government or the Union territory for giving notice of the proposed shifting of registered office.

> 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 isregulated under any special Act or law for the time being in force.

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 e- forms has to be filed:

> MGT-14 within 30 days of passing of 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.