Change of Registered office of A company Under Companies Act, 2013

SHIFTING OF REGISTERED OFFICE UNDER COMPANIES ACT, 2013

REGISTERED OFFICE is the place where all documents and notices are sent to the company. It is mentioned in the Situation clause of the Memorandum of Association.

SHIFTING OF REGISTERED OFFICE MEANS CHANGE IN THE PLACE OF THE REGISTERED OFFICE.IT MAY BE IN THREE WAYS BROADLY

1. WITHIN THE SAME STATE and ROC IN WHICH REGISTERED OFFICE IS SITUATED

2. a) In the local limits of the city ,town and village.

3. b) Outside the local Limits of city ,town and village

4. OUTSIDE THE JURISDICATION OF THE ROC IN WHICH REGISTERED OFFICE IS SITUATED IN THE SAME STATE

5. OUTSIDE THE STATE IN WHICH REGISTERED OFFICE IS SITUATED

1a

PROCEDURE:

*Conduct a Board Meeting and pass resolution for the change in registered office.

E-form: INC-22 (Within 30 days of passing Board Resolution)

Document Required:

• Proof of Registered Office
• Utility Bill not older than 2 months
• NOC to use the place as Registered office by the company
• Board Resolution passed (*)

1b

PROCEDURE:

Conduct a Board Meeting and pass resolution for Conducting EGM and for Authorisation of Director to file INC -22 and all other compliances.

**Conduct of EGM and pass Special Resolution for change in registered office.

E-form:

MGT-14(Within 30 days of passing Special Resolution) for SR passed

Document Required: Notice with explanatory statement and Certified true copy of the special Resolution Passed(**)

INC-22 (Within 30 days of passing Special Resolution) for change in registered office

2

PROCEDURE:

a) Conduct a Board Meeting and pass resolution for Conducting EGM and for Authorisation of Professional or Director to file INC -23 and all other compliances.

b) Conduct of EGM **and pass Special Resolution for change in registered office.

c) E-form: MGT-14 (Within 30 days of passing Special Resolution) for SR passed

Document Required: Notice with explanatory statement and Certified true copy of the special Resolution Passed(**)

d)INC 26-PUBLISH ADVERTISEMENT in the Regional  Language in Regional Newspaper and in English Newspaper  e)Serve  (By Registered Post )  notice ,acknowledgement due and a copy of application.

• • To the Creditors and Debenture holders.
  • To Registrar of Companies
  • To SEBI(If the company is a Listed Company)

f) Serve (By Speed Post ) notice  and a copy of application  with all the documents  including Mgt-14 filed with MGT-14 to Chief Secretary

g)E-form: INC -23(Approval of RD )

h) Serve (By Speed Post ) notice  and a copy of application  with all the to Regional Director

i)E-form: INC – 28 (Notice of Order of the Court or Tribunal or any other competent authority) within 60 days from the date of order of Regional Director[ Section 12(6)]

j)E-form: INC-22 (Within 30 days from the date of order of RD) for change in registered office

PROCEDURE:

The procedure is same as ‘’2’ so here I have highlighted only  the differences .

Conduct a Board Meeting and pass resolution for Conducting EGM, alteration of Memorandum and for  Authorisation of Professional  or Director to file INC -23 and all other compliances .

INC -23(Approval of RD ) at least 1 month after serving the Notice to Creditors and Publication of Newspaper Advertisement .

INC – 28 (Notice of Order of the Court or Tribunal or any other competent authority) within 30 days from the date of order of Regional Director [ Section 12(6)]