The registered office of a company is the address of the company in the register of the company maintained by the registrar of companies (ROC). As per section 12 of the companies act, it is mandatory to maintain the registered address of the company, which should be a physical address capable of receiving official communication from government department. Process and documentation depends on the nature of change. There are four kinds of case for the shifting of registered address of the company.
- Change of Registered Office Within local limits of the Same City/ Town/ Village;
- Shifting of Registered Office From one City to Another City within same ROC/State;
- Shifting of the Registered Office from one city to another within the same ROC;
- Shifting of Registered Office from one State to Another.
In this write-up, we are going to discuss the first case i.e, Change of Registered Office within the Same City.
Relevant Provisions:
♦ Sub-Section (4) of Section 12 of the Companies Act, 2013– Notice of every change of the situation of the registered office in Form No.INC.22 after the date of incorporation of the company, shall be given to the Registrar within thirty days of the change, who shall record the same.
♦ Rule 25 of the Companies (Incorporation) Rules, 2014–
(1) The verification of the registered office shall be filed in Form No.INC.22 along with the fee, and
(2) There shall be attached to said Form, any of the following documents, namely:-
(a) the registered document of the title of the premises of the registered office in the name of the company; or
(b) 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;
(c) 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
(d) 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.
♦ Rule 25 of the Companies (Incorporation) Rules, 2013–
The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.
PROCEDURE FOR CHANGE OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS OF THE SAME CITY/ TOWN/ VILLAGE
1. Hold a Board meeting or pass Board resolution by circulation:
- To consider and approve change in the registered office of the company within local limits.
- To authorize CS or CFO or any director of the company to file notice of change of the situation of notice of change of the situation of registered office with Registrar.
2. In case of listed company, make disclosure of the Board meeting to stock exchanges (where the shares of the company are listed), as soon as reasonably possible and not later than 24 hours from the conclusion of Board meeting and post the same on the website of the company within 2 working days.
[Regulation 30 and 46(3) of the SEBI (LODR) Regulations, 2015]
3. File the notice of change of the situation of registered office and verification thereof in Form INC-22 with Registrar within 30 days of the change along with requisite documents and fees.
4. Change the existing registered office address of the company with the new address:
- Outside of every office or place in which its business is carried on;
- On all business letters, billheads and all its notices and other official publications.
5. Inform the change in registered office of the company to all the statutory authorities, wherever the company is registered.
DOCUMENTS REQUIRED FOR FILING FORM -INC-22
> New Address of Company for The Registered Address
> Title document, If the new address is owned by the company, or
> Rent Agreement + Rent Receipt, of the new address, or
> Utility Bill of Premises & NOC From Owner of the new address
> Copy of the Board Resolutions for filing with ROC
DRAFT OF THE BOARD RESOLUTION FOR CHANGE OF REGISTERED OFFICE
WITHIN THE LOCAL LIMITS OF THE SAME CITY/ TOWN/ VILLAGE
“RESOLVED THAT pursuant to the provisions of section 12 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the Board of directors of the Company be and hereby accorded to shift the registered office of the Company from____________ to __________ with effect from –/–/—-.
RESOLVED FURTHER THAT Mr./Ms. _________, director and __________, Company secretary of the Company be and are hereby jointly/ severally authorized on behalf of the Company, to do all such acts, deeds, matters, and things as deem necessary, proper and desirable and to sign, and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of Form INC-22 as a return of change in address registered office with the Registrar of Companies.”
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