Article contains Checklist For Change In Registered Office Of Company covering Change within local limits of city, town or village, Change outside local limits of city, town or village, within the same ROC and same state, Change to different ROC jurisdiction within the same state and Change to different state within the same or different ROC jurisdiction.
CHECKLIST FOR CHANGE IN REGISTERED OFFICE OF COMPANY
Page Contents
- Checklist For Change In Registered Office Of Company within local limits of city, town or village
- Checklist For Change In Registered Office Of Company outside local limits of city, town or village, within the same ROC and same state
- Checklist For Change In Registered Office Of Company to different ROC jurisdiction within the same state
- Checklist For Change In Registered Office Of Company to different state within the same or different ROC jurisdiction
Checklist For Change In Registered Office Of Company within local limits of city, town or village
| No | Event | Actions | Form to be filed | Time Limit | Misc. |
| 1. | Board Meeting | Pass the following resolutions:
|
– | – | – |
| 2. | Notice and verification of change of regd. Off. To ROC | Mandatory attachments:
i. Proof of Registered Office address ii. Copies of the utility bills iii. A proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person |
INC-22 | Within 30 days of change | – |
Checklist For Change In Registered Office Of Company outside local limits of city, town or village, within the same ROC and same state
| No | Event | Actions | Form to be filed | Time Limit | Misc. |
| 1. | Board Meeting | Pass the following resolutions:
i. To consider and approve change in the registered office of the company outside local limits ii. To authorize CS or CFO or any director of the company to file notice of change of the situation of registered office with ROC iii. Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members. iv. Approval of draft Notice and explanatory statement of general meeting |
– | – | – |
| 2. | General Meeting | Convene general meeting for members approval and pass Special Resolution | – | – | – |
| 3. | Filing of Special Resolution with ROC | – | MGT-14 | Within 30 days of passing Special Resolution | – |
| 4. | Notice and verification of change of regd. Off. To ROC | Mandatory attachments:
i. Proof of Registered Office address ii. Copies of the utility bills iii. A proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person |
INC-22 | Within 30 days of change | – |
Checklist For Change In Registered Office Of Company to different ROC jurisdiction within the same state
| No | Event | Actions | Form to be filed | Time Limit | Misc. |
| 1. | Board Meeting | Pass the following resolutions:
i. To consider the proposal of shifting of Registered Office of the Company from the jurisdiction of one ROC to another within same state, subject to the approval of shareholders in the General Meeting or through Postal Ballot. ii. To authorize a CS or CFO or Director to file an application to Regional Director for approval iii. To authorize a CA/CS/CMA/Advocate to appear before the Regional Director and execute a Memorandum of Appearance iv. Fixing day, date, time and venue for holding General Meeting v. Approval of draft notice and explanatory statement of General Meeting or Postal Ballot vi. To authorize the Director or Company Secretary to sign and issue notice of the General Meeting or Postal ballot and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision |
– | – | – |
| 2. | General Meeting | Convene general meeting for members approval and pass Special Resolution | – | – | – |
| 3. | Filing of Special Resolution with ROC | Filing of resolutions passed in general meeting i.r.o Change in regd. Off. | MGT-14 | Within 30 days of passing Special Resolution | – |
| 4. | Filing of Application with Central Govt. (Regional Director – RD) | Mandatory attachments:
i. Copy of board resolution / POA / Vakalatnama ii. Copy of special resolution iii. declaration given by the KMP or any two authorized directors that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof iv. Copy of minutes of general meeting v. a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending vi. acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting |
INC-23 | – | Prior to filing INC-23, the company has to:
i. seek consent of its creditors. Where the creditors do not give their consent, the company should make proper arrangements for their payments. ii. Intimation to Chief Secretary of the state as to the proposed shifting has to be given. |
| 5. | Filing of RD order with ROC | – | INC-28 | Within 30 days of RD order | – |
| 6. | Notice and verification of change of regd. Off. To ROC | Mandatory attachments:
i. Proof of Registered Office address ii. Copies of the utility bills iii. A proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person iv. Copy of order of competent authority |
INC-22 | Within 30 days of change i.e date of receipt of certificate | – |
Checklist For Change In Registered Office Of Company to different state within the same or different ROC jurisdiction
| No | Event | Actions | Form to be filed | Time Limit | Misc. |
| 1. | Board Meeting | Pass the following resolutions:
i. To consider the proposal of shifting of Registered Office of the Company to different state within same ROC jurisdiction, subject to the approval of shareholders in the General Meeting or through Postal Ballot. ii. Alteration of MOA iii. To authorize a CS or CFO or Director to file an application to Central Govt. for approval iv. To authorize a CA/CS/CMA/Advocate to appear before the Central Govt. and execute a Memorandum of Appearance v. Fixing day, date, time and venue for holding General Meeting vi. Approval of draft notice and explanatory statement of General Meeting or Postal Ballot vii. To authorize the Director or Company Secretary to sign and issue notice of the General Meeting or Postal ballot and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision |
– | – | – |
| 2. | General Meeting | Convene general meeting for members approval and pass Special Resolution | – | – | – |
| 3. | Filing of Special Resolution with ROC | Filing of resolutions passed in general meeting i.r.o Change in regd. Off. | MGT-14 | Within 30 days of passing Special Resolution | – |
| 4. | Prepare list of creditors and debenture-holders | Mentioning their names, addresses, nature and amount due to them | – | Not older than 30 days before date of filing of Application to Central Govt. | List be accompanied by declaration signed by the CS of the company, if any, and two directors of the company, one shall be a MD, where there is one |
| 5. | Advertisement in newspaper | In the vernacular Language in the district & English newspaper in the State of R.O. | INC-26 | max. gap between date of advt. and date of filing petition shall be 30 days | copy of advertisement shall be served on the Central Government immediately on its publication |
| 6. | Serve notice of application to be made to Central Govt. i.r.o regd. Off. | By regd. Post to:
1. each creditor and debenture-holder 2. with acknowledgment due, to registrar and to the regulatory body, if the company is regulated under any special Act or law for the time being in force |
– | max. gap between date of notice and date of filing petition shall be 30 days | – |
| 7. | Filing of Application with Central Govt. | Mandatory attachments:
i. Copy of altered MOA ii. Copy of special resolutions iii. Copy of minutes of general meeting iv. POA/Vakalatnama /Board resolution v. List of creditors and debenture-holders not more than one month old, before the date of filing this application mentioning their names, addresses, nature and amount due to them vi. Declaration regarding: correctness of list of creditors and debenture-holders; no retrenchments of employees; signed by CS of the company, if any and at least two directors, one shall be MD, where there is one vii. copy of the advertisement and notices issued to creditors; debenture-holders, registrar, etc., with objections received, and responses along with the counter response from the company received either in the electronic mode or in physical mode |
INC-23 | – | A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company. |
| 8. | Filing of Central Govt. order with ROC of each of the states | – | INC-28 | Within 30 days of Central Govt. order | – |
| 9. | Notice and verification of change of regd. Off. To ROC | Mandatory attachments:
i. Proof of Registered Office address ii. Copies of the utility bills iii. Copy of altered MOA iv. A proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person v. Copy of order of competent authority |
INC-22 | Within 30 days of change | – |
ESTIMATED TIMELINE
| Registered office change within local limits of city, town or village | Min. 10-15 days |
| Registered office change outside local limits of city, town or village, within the same ROC and same state | Min. 40-45 days |
| Registered office change to different ROC jurisdiction within the same state | Min 120 days |
| Change to different state within the same or different ROC jurisdiction | Min 120 days |
Post shifting of the regd. Off., the following actions have to be undertaken:
- Company may optionally issue a general notice by way of an advertisement in newspaper(s) informing all members and other stakeholders, about the change of situation of the registered office of the Company.
- Amend the address of Registered office of the Company on outside of every office, building etc. in which its business is carried on, in a conspicuous position and in legible letters.
- Substitute the address printed on all business letters, letter heads, Invoice Forms, Receipt Forms and all other official publications.
- Update new address of registered office with all the Banks where Company is operating Bank Accounts.
- File application with Income Tax Authority for updating the address of the Company in PAN and TAN.
- Update the new address of the Company with the Basic Utility Service providers like electricity providers, Telephone, Internet connections in the name of the Company, etc.
- Update new address of the Company with various govt. authorities like Central Excise Authorities, Customs Authorities, Sales Tax Authorities and Service tax Department etc.
- Update the new address of the registered office with the NSDL, CDSL & RTA as applicable.
- Filing necessary amendment applications under various acts like: GST Act, Shops & Establishment Act, FEMA, Labour Laws, other industry specific laws, etc.
Author Bio
Dear Ma`am,
Thank you for the extremely lucid and informative article !
I require to shift a client`s company from Delhi ROC to Sikkim. However it has its peculiarities as Companies Act 2013 is not yet enforced in Sikkim. Kindly let me know how we can connect professionally and discuss the same and work out a solution for the client.
CA Yash
caymarda@gmail.com
9851589898