Shifting Of Registered Office Of a Company from one place to another within State
1. Every company shall, within thirty days of its incorporation, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it. The company’s Memorandum shall state the State in which the registered office of the company is to be situated.
2. As per the provision of Section 12 of Companies Act 2013, the company shall furnish to the Registrar verification of its registered office in Form No.INC.22 along with the fee, within a period of thirty days of its incorporation and shall attach to the 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.
3. The notice of every change of the situation of the registered office, shall be filed in Form No.INC. 22 with the Registrar, within a period of thirty days of the change.
4. Where the Change of registered office of the Company is within the local limits of any city, town or village, where such office is situated-
The Board approval is required for change of registered office within the local limits of any city, town or village, where such office is situated.
5. Where the Change of registered office of the Company is within the state but outside the local limits of any city, town or village, where such office is situated-
A special resolution is required to be passed, if the change of registered office of the company is within the state but outside the local limits of any city, town or village, where such office is situated.
6. Where the Change of registered office of the Company is from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State-
The confirmation of the Regional Director is also required, if the change of place of the registered office is from the jurisdiction of one Registrar to the jurisdiction of another Registrar, within the same State. For such change, an application seeking confirmation from the Regional Director shall be filed by the company in Form No. INC 23 along with the fee and following documents –
(a) Board Resolution for shifting of registered office;
(b) Special Resolution of the members of the company approving the shifting of registered office;
(c) a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, 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 ;
(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;
(e) 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.
The regional Director shall examine the application and the order either approving or rejecting the application shall be passed within a period of fifteen days of the receipt of application. Once the order is passed by the Regional Director, the certified copy of such order, approving the alteration of memorandum for transfer of registered office within the same State, from jurisdiction of one Registrar to the jurisdiction of another Registrar, shall be filed in Form No.INC-28 along with fee, with the Registrar of State within 30 days from the date of receipt of certified copy of the order.
7. The Registrar shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.
8. The certificate so received, shall be the conclusive evidence that all the requirements of the act with respect to change of registered office within state, have been complied with and the change shall take effect from the date of the certificate.
9. Penalty in case of default- However, if any default is made while complying with the requirements of this section, the company and every officer in default, shall be liable to a penalty of One thousand rupees for every day during which the default continues but not exceeding One lakh rupees.
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