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How to Shift Registered Office of Company with In State?

Every company is governed in accordance with the provisions of the Companies Act, 2013, therefore, it is mandatory for all companies to keep the Registrar of Companies informed about the location of the registered office and changes. Thereto from time to time, Promoters of the Company decide the State in which the registered office shall be situated. A registered office is the official address of a company to which all official letters and reminders will be sent by any person, any government or non government or regulatory body.

CS Divesh Goyal

Section – 13 read with rule 30 of Companies (Incorporation) Rules, 2014

Meaning of Registered Office:

Every business organization has a principal place of business activities, which in case of a company called its registered office. The address of the situation of the registered office is very important from general public, shareholders, customers and various other points of view. Every company is governed in accordance with the provisions of the Companies Act, 2013, therefore, it is mandatory for all companies to keep the Registrar of Companies informed about the location of the registered office and changes.

There to from time to time, Promoters of the Company decide the State in which the registered office shall be situated.

A registered office is the official address of a company to which all official letters and reminders will be sent by any person, any government or non government or regulatory body. In terms of Section 7 of the Companies Act, 2013 (the “Act”), all registered companies are legally required to have a registered office address in India from the date of commencement of business or within thirty days from the date of incorporation whichever is earlier. However, under the incorporation process effective as on date, the proposed company is required to intimate the address of its proposed registered office t the time of incorporation itself.

Out of State Shifting of the Registered Office under the Companies Act, 2013 Provisions relating to shifting of the registered office from one state to another are contained in Section 13(4) of the Companies Act, 2013 which are detailed in the rule 30 of The Companies (Incorporating) Rules, 2014. In the present article, this procedure has been given in a step by step manner for easy understanding of the readers.

The company shall on and from the 15th day of its incorporation have a Registered Office capable of receiving and acknowledging all communications and notices as may be addressed to it. This is very important because without the Registered Office in place and a verification duly filed there under the company cannot commence its business;

As per section 12(2), it is duty of the Company to furnish to the ROC verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed. Provisions related to Verification of Registered office of the Company are given in Rule 25 of Companies (Incorporation) Rules, 2014.

Registered Office of Company Mandatory for following Some Purposes:

I.      Determination the Jurisdiction of Court.

II.      Determination of domicile of a company for all practical purposes.

III.      Inspections of Registers and Records, as required to maintain under companies act at registered office of company.

IV.      Determination of Jurisdiction for payment of different types of duties.

CHANGE IN LOCATION OF REGISTERED OFFICE – SECTION- 12(5) AND 13(4):

The Board of Directors of Company (Public or Private Limited) may find it necessary to change the location of the registered office from time to time. There are four ways to shifting of registered office as given below:

Modes of Shifting of Registered Office
S. No. Particulars
A.         Shifting of the registered office from its “Existing location in a city, town or village to another place within the limits of the same city, town or village”.
B.        Shifting of the registered office to a place “Outside the local limits of the existing place but in the same State” under the jurisdiction of the same Registrar of Companies”.[Section- 12, sub section- 5 clause- a]
C.        Shifting of the registered office from the “Jurisdiction of one Registrar of the Jurisdiction of another Registrar within the same State”.[Rule- 28 of The Companies (Incorporation) Rules, 2014
D.        Shifting of the registered office to another State in India. [Section-13(4)][Rule- 30 of The Companies (Incorporation) Rules, 2014

 A.  Shifting of Registered office within the local limit of city, Town or village to another place in within the limit of same city, town or village:

STEPS FOR SHIFTING OF REGISTERED OFFICE

S. NO. PROCESS Section- 12 & 13
A. CALL BOARD MEETING
Work Require to Done before calling of Board Meeting ü  Issue Notice of Board Meeting-[173(3)]Call Meeting by giving not less than 7 (Seven) days Notice in writing.

ü Prepare Agenda of Board Meeting

ü Prepare Attendance Sheet of Board Meeting

Work Require to be Done at the time of Board Meeting ü  Place before Board Resolution of Shifting of Registered Office.ü Get Approval of Directors by passing of Board Resolution for shifting of Registered Office of Company (within the local limit of city, town & village).
B.       FILLING OF E-FORM WITH ROC
   E-FORM- INC-22[Section-12 (2) & (4) Read with Rule 25 & 27 of the Companies (Incorporation) Rules- 2014.

Within 15 days of passing of BR.

[Section- 12(4)]

Attachmentsü  Copy of Board Resolution.

ü  *Proof of Registered Office Address.

ü *Utility Bills.

ü Proof that company is authorized to use the address as the registered office of company.

ü List of all the Companies (specifying their CIN) having the same registered office address, if any

C.        Section 12(3): The change of Location of Registered office shall be noted in the Name Board kept on the outside of every office of the company, its letter heads, business letters, bills of exchange and other documents where the registered office is mentioned

B. Shifting of the registered office to a place “Outside the local limits of the existing place  but in the same State” under the jurisdiction of the same Registrar of Companies”.

 STEPS FOR SHIFTING OF REGISTERED OFFICE

S. NO. PROCESS Section- 12 (5)(a)
A.       CALL BOARD MEETING
Work Require to Done before calling of Board Meeting ü  Issue Notice of Board Meeting-[173(3)]Call Meeting by giving not less than 7 (Seven) days Notice in writing.

ü Prepare Agenda of Board Meeting

ü Prepare Attendance Sheet of Board Meeting

Work Require to be Done at the time of Board Meeting ü  Place before Board Resolution of Shifting of Registered Office.ü Get Approval of Directors by passing of Board Resolution for shifting of Registered Office of Company (outside the local limit of city, town & village within same state).

ü Fix Day, Date, Time of Extra-ordinary General Meeting.

ü Place Draft Notice of Extra-ordinary General Meeting before Board.

ü Board will authorize Director to issue Notice of Extra-ordinary General Meeting.

B.       CALL EXTRA-ORDINARY GENERAL MEETING
  Issue Notice of Extra-ordinary General Meeting [Section- 101(1)] ü  Give Atleast 21 clear days Notice of Extra-ordinary General Meeting through Electronic Mode or in Writing.ü Attach Explanatory Statement in Notice of Extra-ordinary General Meeting. [Section-102]
C.        HOLD EXTRA-ORDINARY GENERAL MEETING
  Work Require to be Done at the time of Meeting ü  Check the Quorumü Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).

ü Pass Special Resolution.[Section-114(2)]

D.       FILLING OF E-FORM WITH ROC
  E-FORM- INC-22

[Section-12 (2) & (4) Read with Rule 25 & 27 of the Companies (Incorporation) Rules- 2014.

Within 15 days of passing of SR.

[Section- 12(4)]

Attachmentsü  Copy of Special Resolution.

ü  *Proof of Registered Office Address.

ü *Utility Bills.

ü Proof that company is authorized to use the address as the registered office of company.

ü List of all the Companies (specifying their CIN) having the same registered office address, if any

  E-FORM- MGT-14[Section-117 (3) (a)

Within 15 days of passing of SR.

[Section- 12(4)]

ü  Notice along with Explanatory Statement.ü  Certified True Copy of Special Resolution.

ü Minute of General Meeting

E.       

Section 12(3): The change of Location of Registered office shall be noted in the Name Board kept on the outside of every office of the company, its letter heads, business letters, bills of exchange and other documents where the registered office is mentioned

 C. Shifting of the registered office from the “Jurisdiction of one Registrar of the Jurisdiction of another Registrar within the same State”. [Rule- 28 of the Companies (Incorporation) Rules, 2014

STEPS FOR SHIFTING OF REGISTERED OFFICE

S. NO. PROCESS Section- 12 (5) (b)
A.        CALL BOARD MEETING
  Work Require to Done before calling of Board Meeting ü  Issue Notice of Board Meeting-[173(3)]Call Meeting by giving not less than 7 (Seven) days Notice in writing.

ü Prepare Agenda of Board Meeting

ü Prepare Attendance Sheet of Board Meeting

  Work Require to be Done at the time of Board Meeting ü  Place before Board Resolution of Shifting of Registered Office.ü Get Approval of Directors by passing of Board Resolution for shifting of Registered Office of Company (outside the local limit of city, town & village within same state).

ü Fix Day, Date, Time of Extra-ordinary General Meeting.

ü Place Draft Notice of Extra-ordinary General Meeting before Board.

ü Board will authorize Director to issue Notice of Extra-ordinary General Meeting.

ü Board will authorize Director to file application with Regional Director (after passing of Special Resolution in General Meeting)

B. CALL EXTRA-ORDINARY GENERAL MEETING
Issue Notice of Extra-ordinary General Meeting [Section- 101(1)] ü  Give Atleast 21 clear days Notice of Extra-ordinary General Meeting through Electronic Mode or in Writing.ü Attach Explanatory Statement in Notice of Extra-ordinary General Meeting. [Section-102]
C. HOLD EXTRA-ORDINARY GENERAL MEETING
Work Require to be Done at the time of Meeting ü  Check the Quorumü Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).

ü Pass Special Resolution.[Section-114(2)]

D. At least 21 days before filling any application with Regional Director
Rule-28 of The Companies (Incorporation) Rules, 2014 ü  Publish a notice, at least once in a daily newspaper and one English news paper in which the registered office of the company is situated
Notice clearly indicating the matter and stating any person whose interest is likely to be affected by proposed shifting may intimate to the Regional Director within 21 days of the date of notice/ publication. ü  Individual Notice to each Debenture Holder
ü  Individual Notice to each Depositor
ü  Individual Notice to each Creditor of company
E. FILLING OF E-FORM WITH ROC
a)        E-FORM- MGT-14[Section-117 (3) (a)]

Within 15 days of passing of SR.

[Section- 12(4)]

ATTACHMENTS

ü Notice along with Explanatory Statement

ü Certified True Copy of Special Resolution.

ü Minute of General Meeting

 b) E-FORM- INC-23[Section- 12(5) of the companies Act 2013. Read with rule 28 of The Companies (Incorporation) Rules, 2014] ü  Copy of Memorandum of Association and Article of Association.ü Notice along with Explanatory Statement

ü Certified True Copy of Special Resolution

ü Minute of General Meeting

ü Power of Attorney/vakalatnama/Board Resolution- in favour of professional

ü List of Creditors and Debenture Holders.

ü Affidavit Verifying the application

ü Affidavit regarding correctness of List of Creditors

ü Copy of News Paper Advertisement.

ü Affidavit verifying list of employees.

ü Affidavit by director no retrenchment of employees.

ü Details of prosecution/ inspection/ inquiry/ investment field against the company and its officer in default

E-FORM- INC-28 ü  Attachmentsü  Copy of Order of Regional Director

ü  Copy of Special Resolution

E-FORM- INC-22[Section-12 (2) & (4) Read with Rule 25 & 27 of the Companies (Incorporation) Rules- 2014.

Within 15 days of passing of SR.

[Section- 12(4)]

Attachmentsü *Proof of Registered Office Address.

ü *Utility Bills.

ü Proof that company is authorized to use the address as the registered office of company.

ü List of all the Companies (specifying their CIN) having the same registered office address, if any

F. After completing of above mentions procedure the registrar of company will issue a certificate. (Change will take effect from the date of the registrar’s Certificate).
G. The second proviso rule 28(2)(b) provides that shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been stared against the company or prosecution under the Act is pending.
H. Section 12(3): The change of Location of Registered office shall be noted in the Name Board kept on the outside of every office of the company, its letter heads, business letters, bills of exchange and other documents where the registered office is mentioned

* Proof of Registered Office Includes:

  • Conveyance
  • Lease Deed
  • Rent Agreement (along with rent receipt not older than 1 (one) month.

* Utility Bill: Depicting the address of the premises in the name of the owner and documents

Should note be older than 2 (Two) months.

  • Telephone Bill
  • Gas Bill
  • Electricity Bill etc

VERIFICATION OF REGISTERED OFFICE: (Rule- 25 of the Companies (Incorporation) Rules, 2014

I. If Premises is on the name of company: The registered document of the title of the premises of the registered office “in the name of company”.

II. If Premises is not on the name of company, not on rent and not on Lease: Than Authorization from the owner of the premises + along with the proof of ownership and NOC in the favour of Company for use of the premises by the company as its registered office.

III. If premises is taken on Lease: The Notarized Copy of Lease deed in the name of the company along with a copy of rent paid receipt not older than one month.

IV. If premises taken on Rent: The Notarized Copy of Rent Agreement in the name of the company along with a copy of rent paid receipt not older than one month.

(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)

Read Other Articles Written by CS Divesh Goyal

Categories: Company Law

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