Shifting company’s Registered Office: Same ROC, outside the city

Introduction:

The registered office of a company is a critical element, as it signifies the official address recorded in government documents. This article delves into the process and procedures involved in shifting a company’s registered office outside the city while remaining under the jurisdiction of the same ROC.

Importance of Registered Office: 

The registered office of a company refers to its official address as recorded in the government’s registration documents. The registered office of a company is mentioned in Clause II of the Memorandum of Association (MOA). The registered office is the office where the company receives all the communications and notices sent to it. The address of the registered office needs to be given to the Registrar of Companies (ROC) which is furthermore mentioned in the master data of MCA.

Section 12(2) of Companies Act, 2013: 

As per Section 12(2) of the Companies Act, 2013, a company shall within thirty days of incorporation furnish to the ROC, verification of its registered office in the prescribed manner.

Procedure for Shifting the Registered Address Outside the Local Limits of a City, Town, or Village under the Jurisdiction of the Same ROC

Section 12(5) of the Companies Act, 2013 deals with the shifting of the registered office of a company outside the local limits of the same city, village or town but within the jurisdiction of the same ROC. The compliances for change of registered office of a company outside the local limits of the city or town where it is situated but under the jurisdiction of the same ROC are as follows:

1. Send notice to all the Directors of the company for calling a Board Meeting.

2. Conduct Board meeting and pass the following Board resolution for shifting of registered address outside the local limits of the same city, village or town under the same ROC:

“RESOLVED THAT pursuant to the provisions of Sections 12(4), 12(5) & 13 of the Companies Act, 2013 and other applicable provisions, if any, the consent of the Board of Directors of the company be and is hereby accorded subject to the approval of members of the company, to shift the registered office of the company from……………………… to…………………………………

RESOLVED FURTHER THAT Mr…………………., Director of the Company, be and is hereby authorised to call an Extra-ordinary General Meeting (EGM) of the members of the company on……. at…….. at the current registered office of the company.

RESOLVED FURTHER THAT notice of Extra-ordinary General Meeting (EGM) of the members of the company, as placed before the Board be and is hereby approved”.

3. Conduct an Extra-ordinary General Meeting (EGM) and pass the following Special Resolution for approving the shifting of registered address outside the local limits of the same city, village or town under the same ROC:

“RESOLVED THAT pursuant to the provisions of Sections 12(4), 12(5) & 13 of the Companies Act, 2013 and other applicable provisions, if any, the consent of the members of the company be and is hereby accorded to shift the registered office of the company from……………………… to………………………………… w.e.f. ……….

RESOLVED FURTHER THAT Mr…………………., Director of the Company, be and is hereby authorised to file all the necessary forms with the Registrar of Companies and to do all such acts, deeds, matters and things as are necessary for the purpose of giving effect to the above Resolution.

RESOLVED FURTHER THAT change in the place of registered office of the company be made in the name plates or board affixed at the registered office and also in the letterheads, official publications, and documents of the company.”

4. File E-Form MGT-14 with the ROC within thirty days from the date of passing the Special Resolution.

Note:  File Form MGT-14 prior to filing Form INC-22 since the SRN of Form MGT-14 will be required in Form INC-22.

5. File E-form INC-22 with the ROC within fifteen days from the date of shifting of registered office.

Note: The date of shifting of registered office can be the date of passing the Special resolution.

6. After obtaining approval from the ROC, change the address mentioned on letterheads, banners, signboards, other records/papers/documents etc. of the Company.

Attachments

i. Rent/lease agreement

ii. NOC from the owner

iii. Utility bill (not older than two months)

iv. Copy of Special Resolution.

Conclusion:

Shifting a company’s registered office outside the local limits of the city, town, or village under the jurisdiction of the same ROC is a procedural process that requires careful adherence to statutory requirements. Following the correct steps, including notifying directors, conducting meetings, and filing forms, ensures a seamless transition. For further information and assistance, it’s advisable to consult with professionals in the field. Please note that the content provided here is for informational purposes and should not be considered solicitation. For any clarifications, you can contact the author directly.

*****

Disclaimer: This blog is intended for informational and educational purposes only and should not be considered as solicitation for any purpose. For further clarification, you can contact the author at 9953808432 or via email at [email protected]. The author is the founder of SINGHANIA & ASSOCIATES, a Practicing Company Secretaries Firm based in Delhi.