Changing the registered office of the company is something which every company from time to time go through. As a company is a separate legal entity having separate existence from its owners, directors and shareholders, it needs to follow a certain procedure to change it registered office of the company. Changing registered office of the company also termed as Shifting of registered office in general use. Lets us see the procedure, company needs to follow:-
What is Company?
As per Companies Act, 2013, a Company means a company incorporated under this Act or under any previous company law. A company is a legal entity formed by a group of individuals to engage in and operate a business—commercial or industrial—enterprise. A company may be organized in various ways for tax and financial liability purposes depending on the corporate law of its jurisdiction.
What is registered office?
The Companies Act, 2013, nowhere defines the registered office of the company. Hence, in general words, a registered office is the official address of an incorporated company, association or any other legal entity. Generally, it will form part of the public record and is required in most countries 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.
As per The Companies Act, 2013, a company needs to register its registered office of company within thirty (30) days from the incorporation of company, if not provided at the time of incorporation.
As per the Companies Act, 2013 Every company shall paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages.
What is Changing/ Shifting of registered office?
The shifting of registered office of the company is simply changing its registered office of company form one place to another. As all the important documents pertaining to company are maintained and recorded in registered office of the company, on shifting of address, all the documents, accounts, papers, communication will then be shifted to its new address.
Why do company shift the registered office of company?
There are many reasons a management of company decides to shift its registered office from time to time and some which are as follows: –
- For ease of doing business
- All major suppliers/vendors in that location
- Management finds it easy doing business in that location, etc.
What are provisions related to shifting the registered office of company?
As per the Companies Act, 2013, the shifting of company is governed under section 12 and 13 read with rules made thereunder The Companies (Incorporation) Rules, 2014, amended from time to time.
What kind of company are covered under the Provisions?
Every Kind of company is covered under the provisions of the Companies Act, 2013 like:-
1) Private Company
2) Public Company
3) One person company (OPC)
4) Listed Company
5) Producer Company
6) Nidhi Company, etc.
What is the process to shift the registered office of company?
The shifting of registered office of company takes place in four (4) ways. We will discuss them one by one.
♦ Change within local limits of city, town or village: In this the shifting of registered office take place in same area where the registered office is already registered. The following is procedure:-
- Authorization in Article is must for Increase in authorized capital of the company, if not the alter AOA first.
- Sending of Notice of Board Meeting along with agenda to all directors of company.
- Convening of Board Meeting and passing of Board resolution for approval of shifting of registered office of company from existing to new place and effective date of shifting.
- E-Form INC-22 filing to Registrar of Company within fifteen (15) days from the passing of Resolution by Board of company.
- Getting new address printed on all bills/ documents of company
- Also, it is prescribed to mention new address of company at the old address for sometime.
♦ Change outside local limits of city, town or village, within the same RoC and state: In this the shifting of registered office take place in same state but another city, town or village where the registered office is already registered. The following is procedure:-
- Authorization in Article is must for Increase in authorized capital of the company, if not the alter AOA first.
- Sending of Notice of Board Meeting along with agenda to all directors of company.
- Convening of Board Meeting and passing of Board resolution for approval of shifting of registered office of company from existing to new place and effective date of shifting.
- E-Form MGT-14 filing to Registrar of Company within thirty (30) days from the passing of Resolution by Board of company.
- E-Form INC-22 filing to Registrar of Company within fifteen (15) days from the passing of Resolution by Board of company.
- Getting new address printed on all bills/ documents of company
- Also, it is prescribed to mention new address of company at the old address for sometime.
♦ Change in RoC within the same state:- There some states where exist two ROC like Karnataka, Maharashtra. In this case keep in mind below given points:-
- Company shall take the confirmation from the Regional Director on an application made in this behalf for shifting of Registered Office from the Jurisdiction of One ROC to another within same state
- If Company is having more than 200 members then Special Resolution passed under this procedure is required to be passed only through Postal Ballot as per Section 110 read with Rule 22 of the Companies (Management and Administration) Rules, 2014.
The procedure for shifting is as follows: –
- Authorization in Article is must for Increase in authorized capital of the company, if not the alter AOA first.
- Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
- Attach Agenda, Notes to Agenda and Draft Resolution with the Notice
- Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolution to consider shifting of registered office of company, to alter Memorandum of Association and fixing Annual General Meeting (AGM)/ Extra-ordinary General (EGM) Meeting.
- Sending of AGM/EGM notice to all directors, Members, Auditors of Company, Secretarial Auditor, Debenture Trustees and to others who are entitled to receive the notice of the General Meeting atleast twenty-one (21) clear days.
- Convening and passing of Special resolution in AGM/EGM for shifting of registered office and alteration MOA.
- Filing of E-form MGT-14 within thirty (30) days from passing of special resolution.
- Filing of E-Form INC-23 with the Regional Director (RD).
- On receipt of application, Regional Director may give the confirmation within 30 days from the date of receipt of application. And once the Company receives the Confirmation Order, the same shall be filed with ROC within 60 days of the confirmation in Form INC-28.
- Once petition approval, file notice of change of situation of the registered office and verification thereof in E-Form INC-22 with the Registrar
- ROC shall register and certify the registration within a period of 30 days from the date of filing of such confirmation. The Certificate shall be conclusive evidence that all the requirements of this Act with respect to change of registered office have been complied with and the change shall take effect from the date of the certificate.
- Getting new address printed on all bills/ documents of company
- Also, it is prescribed to mention new address of company at the old address for sometime.
♦ Change in state within the jurisdiction of same RoC:– There are some ROC who operates more than one states like Delhi and Haryana. The process to shift registered office from one state to another but having same ROC has below given process: –
- Authorization in Article is must for Increase in authorized capital of the company, if not the alter AOA first.
- Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
- Attach Agenda, Notes to Agenda and Draft Resolution with the Notice
- Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolution to consider shifting of registered office of company, to alter Memorandum of Association and fixing Annual General Meeting (AGM)/ Extra-ordinary General (EGM) Meeting.
- Sending of AGM/EGM notice to all directors, Members, Auditors of Company, Secretarial Auditor, Debenture Trustees and to others who are entitled to receive the notice of the General Meeting atleast twenty-one (21) clear days.
- Convening and passing of Special resolution in AGM/EGM for shifting of registered office and alteration MOA.
- Filing of E-form MGT-14 within thirty (30) days from passing of special resolution.
- Filing of E-Form INC-23 with the Regional Director (RD).
- On receipt of application, Regional Director may give the confirmation within 30 days from the date of receipt of application. And once the Company receives the Confirmation Order, the same shall be filed with ROC within 60 days of the confirmation in Form INC-28.
- Once petition approval, file notice of change of situation of the registered office and verification thereof in E-Form INC-22 with the Registrar
- ROC shall register and certify the registration within a period of 30 days from the date of filing of such confirmation. The Certificate shall be conclusive evidence that all the requirements of this Act with respect to change of registered office have been complied with and the change shall take effect from the date of the certificate.
- Getting new address printed on all bills/ documents of company
- Also, it is prescribed to mention new address of company at the old address for sometime.
♦ Change in state outside the jurisdiction of existing RoC:- In the the shifting is from one state to another having ROC also different. The following is the procedure: –
- Authorization in Article is must for Increase in authorized capital of the company, if not the alter AOA first.
- Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
- Attach Agenda, Notes to Agenda and Draft Resolution with the Notice
- Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolution to consider shifting of registered office of company, to alter Memorandum of Association and fixing Annual General Meeting (AGM)/ Extra-ordinary General (EGM) Meeting.
- Sending of AGM/EGM notice to all directors, Members, Auditors of Company, Secretarial Auditor, Debenture Trustees and to others who are entitled to receive the notice of the General Meeting atleast twenty-one (21) clear days.
- Convening and passing of Special resolution in AGM/EGM for shifting of registered office and alteration MOA.
- Filing of E-form MGT-14 within thirty (30) days from passing of special resolution.
- Filing of E-Form INC-23 with the Regional Director (RD).
- On receipt of application, Regional Director may give the confirmation within 30 days from the date of receipt of application. And once the Company receives the Confirmation Order, the same shall be filed with ROC within 60 days of the confirmation in Form INC-28.
- Once petition approval, file notice of change of situation of the registered office and verification thereof in E-Form INC-22 with the Registrar
- ROC shall register and certify the registration within a period of 30 days from the date of filing of such confirmation. The Certificate shall be conclusive evidence that all the requirements of this Act with respect to change of registered office have been complied with and the change shall take effect from the date of the certificate.
- Getting new address printed on all bills/ documents of company
- Also, it is prescribed to mention new address of company at the old address for sometime.
Note:- “RoC” stands for Registrar of Companies.
What are the forms to shift the registered office of company?
As mentioned in above procedure, the following forms are required:-
1. E-form MGT-14
2. E-form INC-22
3. E-form INC-23
4. E-form INC-28
What if company fails to comply with provisions related to Increase Authorized share capital of company?
As per Companies Act, 2013, If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, the company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person.
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Disclaimer: – The above article is prepared keeping in mind all the important and basic question as well as provision of section 12, 13 and 460 of the Companies Act, 2013 and which comes in mind of a professional or other stakeholder while shifting of registered office of company. The author has tried to cover all the important and basic question. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.
(The Author is Corporate Consultant and provides varied array of services including Start-ups mentor, Secretarial, Legal, Trademark, taxation, Audit, GST, Book keeping and other ancillary advisory service in Delhi, Chandigarh as well as The National Capital Region (NCR) and can be contacted through email id:- triptishakyacs2017@gmail.com and Contact Number: 91-8178515005)
Author Bio
Do we need to publish an ad in newspaper if registered office change is from Haryana to Delhi, since the ROC remains same?