A Registered Office is the official address of an Incorporated Company, Association or any other legal entity duly registered with Ministry of Corporate Affairs at the time of incorporation. Generally it will form part of the public record and is required where the registered organization or legal entity is incorporated. A registered physical office address is required for incorporated organizations to receive official correspondence and formal notices from government departments, investors, banks, shareholders and the general public.
There can be an instance where the Board of the Director feels and fit to shift the Registered office from their current state to another state and their might be reasons for Shifting of Registered Office of the Company, some of them are listed below :-
a. Majority of senior management of the company may be located in the state other than the registered office.
b. Some of the companies may face operational difficulties due to the current location of the registered office. Shifting of registered office may also help to enlarge the area of its business operations.
c. Reduction of cost/ Saves time.
d. The factory or plant of the Company is situated in another state.
e. any other reasons etc
# Procedure for alteration of Memorandum-Change of Registered Office from one state to another
1. Board resolution for approving the change in registered office from one state to another
2. Special resolution for approving the change in registered office form one state to another and alteration of Memorandum of Association
3. eForm MGT-14 for filing the resolution within 30 days of passing of resolution with Registrar alongwith:
(a) Special resolution along with explanatory statement
(b) Altered memorandum of association
(c) consent to shorter notice (if applicable)
4. Prepare List of Creditors and debenture holders (if applicable), drawn upto not more than 1 month preceding the date of Application
5. Keep the List of Creditors and debenture holders(if applicable), open for inspection at the registered office
6. Newspaper advertisement in INC-26 as per Rule 30(5)(a) not more than 30 days before the filing of INC-23 (a copy of advertisement shall be served on the Central Government immediately on its publication)
7. Sending of Individual Notice inviting objection as per Rule 30(5)(b) by registered post with acknowledgement due to each debenture-holder and creditor of the company not more than 30 days before filing of INC-23 (proofs of sending to be attached with INC-23)
8. Sending by registered post (proofs of sending to be attached with INC-23), not more than 30 days before filing of INC-23, with acknowledgement due, the notice inviting objection as per Rule 30 (5) (c) together with the copy of the application to the Registrar (ROC):
– Securities and Exchange Board of India (SEBI) (in the case of listed companies); and
– Chief Secretary of the concerned State Government or the Union territory (-Any other regulatory body (if applicable)
9 Filing of application to ROC in Form GNL-1 along with the detailed Application with all the Annexures including proof of service of the application to the Chief Secretary
10. eForm INC 23 for application for approval of Regional Director within month of list of creditors alongwith
(a) a copy of Memorandum of Association, with proposed alterations and Articles of Association, if altered;
(b) Certified true copy of notice of the general meeting along with relevant ex. planatory statement.
(c) Certified true copy of special resolution sanctioning shifting of registered office.
(d) a copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of the number of votes cast in favour or against the resolution;
(e) Certified Copy of newspaper advertisement in INC-26,
(f)List of creditors & debenture holders (not more than 30 days old)
(g) Proof of service of the Notice inviting objections sent to Creditors & De bentures Holders along with the authenticated copies of such Notice
(h) Proof of service of the application along with the authenticated copies of Notice inviting objections sent to the Registrar, Chief Secretary of the state, or Union Territory SEBI or any other regulatory authority, if applicable,
(i) Affidavit from Directors for compliance in terms of Section 13 (4) read with Rule 30
(j) Affidavit verifying Application (to be signed by 2 directors one of whom shall be a managing director, where there is one)
(k) Affidavit verifying the dispatch of notice to Chief Secretary of the concerned state government or union territory, ROC, SEBI, other regulatory bodies (to be signed by 2 directors one of whom shall be a managing director, where there is one)
(l) Affidavit verifying list of creditors and debenture holders, if any in regards to the correctness and affairs of the company. (to be signed by 2 directors one of whom shall be a managing director, where there is one, and CS, if any)
(m) Affidavit verifying non-retrenchment of Employees pursuant to Rule 30(2)
(n) Affidavit cum Undertaking from the directors to meet future debts, liabilities etc. towards Government dues, statutory dues, stakeholders dues and under takes payment thereof (to be signed by 2 directors one of whom shall be a managing director, where there is one)
(0) Affidavit that neither any inquiry, inspection or investigation initiated against the company nor any prosecution is pending against the company under companies Act (to be signed by 2 directors one of whom shall be amanaging director, where there is one)
(p) Auditors certificate verifying the list of creditors
(q) Power of attorney/vakalatnama/board resolution for authorisation.
(r) No objection from creditors/ debenture holders or Copies of objections re ceived (if any)
(s) Tabulated details of responses along with the counter-response from the company received either in the electronic mode or in physical mode in te sponse to the advertisements and notices issued to creditors, debenture hold ers, Registrar, Chief Secretary, SEBI etc.
11. Filing of application with complete Annexure in physical form with Regional Director including challan of filing of eform INC.23
12. In case there is no objections received from any person in response to the advertisement or notice under sub-rule (5) or otherwise, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within 15 days of the receipt of the application
13. Where an objection has been received, the Regional Director shall call for Hearing and direct the company to file an affidavit to record the consensus reached at the hearing.
upon executing which, it shall pass an order, within 60 days of filing the application
14. Where in the Hearing no consensus is reached the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Regional Director shall pass an order confirming or rejecting the alteration within 60 days of the filing of application
15. eForm INC-28 for registration of order of Regional Director within 15 days from the date of receipt of certified copy of the order
16. eForm INC-22 for notice of change of situation of registered office of the company within 30 days of approval of the new address by the Board alongwith:
(a) Proof of registered office address (conveyance/lease deed/ rent agreement etc.).
(b) Copies of the utility bills (proof of evidence of any utility service like tele phone, gas, electricity, mobile bill depicting the address of the premises not older than 2 months is required to be attached).
(c) Altered memorandum of association
(d) Authorization from the owner or occupant of the premises along with proof of ownership or occupancy (if premises not taken on lease by company)
(e) Certified copy of order of Regional Director
(f) List of all the companies (specifying their CIN) having the same registered office address, if any
The article has been prepared considering the relevant Guidelines/Circulars/Notifications/Provisions of the Companies Act, 2013. Readers are requested to cross-check the provisions before acting upon the same. The author will not be liable for any damages or penalties caused.
About Author:- Author CS Sagar Kapoor is a Practicing Company Secretary at Delhi. Founder of Sagar Kapoor & Associates. The author has core knowledge in Company Law matters specially. You can get in touch with the author at [email protected].
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