Shifting Company’s Registered Office: Same State, Different ROC

Shifting of Registered Address Outside the Local Limits of City, Town, or Village within the Same State but under the Jurisdiction of a Different ROC

Shifting the registered office of a company within the same state but under the jurisdiction of a different Registrar of Companies (ROC) is a well-defined legal process. This relocation is not merely a change of address; it involves adherence to a set of stringent rules and procedures as laid out in the Companies Act, 2013. The registered office of a company is more than just an address; it is the official and legal identity of the company, as recorded in government registration documents.

This article provides a comprehensive guide to the procedure for shifting the registered office of a company outside the local limits of a city, town, or village within the same state, but under the jurisdiction of a different ROC. Let’s explore the legal framework, the step-by-step process, and the critical factors to consider.

Legal Framework for Shifting Company’s Registered Office: Same State, Different ROC

The legal framework governing the shifting of a registered office within the same state is primarily defined under Sections 12(5) and (6) of the Companies Act, 2013. These sections outline the steps and procedures that a company must follow when relocating its registered office from one ROC jurisdiction to another within the same state.

Procedure for Shifting Company’s Registered Office: Same State, Different ROC

Shifting the registered office of a company involves several crucial steps, each of which is essential for a successful transition. Below is a detailed breakdown of the process:

1. Board Meeting and Resolution

• The process commences with sending a formal notice to all the Directors of the company, inviting them to a Board Meeting.
• In this Board Meeting, a crucial resolution is passed, which officially approves the shift of the registered office from its current location to the new one, which falls under a different ROC’s jurisdiction. This resolution is of paramount importance and must be in compliance with Sections 12(4), 12(5), 12(6), and 13 of the Companies Act, 2013, in addition to any other applicable provisions. The resolution should also authorize a Director to call an Extraordinary General Meeting (EGM) to seek approval from the company’s members.
• Board Resolution Format:

“RESOLVED THAT, pursuant to the provisions of Sections 12(4), 12(5), 12(6), and 13 of the Companies Act, 2013, and other applicable provisions, if any, the consent of the Board of Directors of the company is hereby granted, subject to the approval of the members of the company, to shift the registered office of the company from [Current Address] to [New Address].

RESOLVED FURTHER THAT Mr. [Director’s Name], Director of the Company, is hereby authorized to convene an Extraordinary General Meeting (EGM) of the members of the company on [Date] at [Time] at the current registered office of the company.

RESOLVED FURTHER THAT the notice of the Extraordinary General Meeting (EGM) of the members of the company, as presented before the Board, is hereby approved.”

2. Extraordinary General Meeting (EGM) and Special Resolution

• Following the Board Meeting, an EGM is convened to secure approval from the company’s members for the proposed shift of the registered office. This approval should be in the form of a Special Resolution.
• The Special Resolution must fully comply with the provisions of Sections 12(4), 12(5), 12(6), and 13 of the Companies Act, 2013, along with any other relevant statutory provisions. Furthermore, this resolution should authorize a Director to file the necessary forms with the Registrar of Companies and carry out any other changes needed to give effect to the approved relocation.
• Special Resolution Format:

“RESOLVED THAT, pursuant to the provisions of Sections 12(4), 12(5), 12(6), and 13 of the Companies Act, 2013, and other applicable provisions, if any, the consent of the members of the company is hereby granted to shift the registered office of the company from [Current Address] to [New Address] under the jurisdiction of [Relevant ROC] with effect from [Effective Date].

RESOLVED FURTHER THAT Mr. [Director’s Name], Director of the Company, is hereby authorized to file all the necessary forms with the Registrar of Companies and to undertake all necessary actions, deeds, matters, and tasks required to implement the aforementioned Resolution.

RESOLVED FURTHER THAT changes in the location of the registered office of the company be reflected on the nameplates or boards affixed at the registered office, as well as on the letterheads, official publications, and documents of the company.”

3. Filing of Forms

• Once the Special Resolution is passed, the company must file E-Form MGT-14 with the ROC within thirty days from the date of passing the Special Resolution. It is imperative to attach a copy of the Special Resolution to this form. Importantly, Form MGT-14 should be filed before Form INC-23, as the Service Request Number (SRN) of Form MGT-14 will be required for Form INC-23.
• Following this, the company is required to file E-Form INC-23 with the Regional Director. This form seeks approval to shift the registered office from one ROC’s jurisdiction to another within the same state. Seeking approval from the regulatory authority is a pivotal step in the process.

4. Public Notice and Objections

• Rule 30(5) of The Companies (Incorporation) Rules, 2014 stipulates that the company must publish a notice in an English newspaper and a newspaper in the vernacular language of the state where the current registered office is located. This notice officially announces the change.
• In addition to the public notice, individual notice must be served to all depositors, debenture holders, and creditors of the company. They should be provided with the opportunity to raise objections within twenty-one days from the date of publication of the notice.

5. Regional Director’s Approval

• If no objections are received within the stipulated time, the Regional Director will issue a confirmation notice within thirty days from the date of receipt of the application.

6. Filing of Forms INC-28 and INC-22

• Subsequently, the company should file E-Form INC-28 with the ROC within thirty days from the date of receiving the certified copy of the order from the Regional Director. This form involves submitting the final order related to the relocation.
• Lastly, the company is required to file E-Form INC-22 with the ROC within sixty days from the date of receiving confirmation from the Regional Director. This form includes updating the new address on letterheads, banners, signboards, and other records of the company.

Attachments for Forms INC-22 and INC-23

When filing Forms INC-22 and INC-23, certain attachments are required for documentation, including:

• Rent/Lease Agreement
• NOC (No Objection Certificate) from the owner
• Utility bill (not older than two months)
• Copy of the order from the competent authority
• List of all the companies (specifying their Corporate Identification Number or CIN) that share the same registered office address, if applicable

Additional Attachments (Optional)

• In some cases, additional attachments may be required, such as:
  • Copy of the Board Resolution
  • Copy of the newspaper advertisement for the notice of shifting the registered office
  • Copy of objections, if any were received
  • Copy of acknowledgment of proof of service of the application made to the Chief Secretary of the State regarding the proposed change, if applicable
  • Copy of the Special Resolution (optional)
  • A complete list of members/shareholders of the company drawn up to not less than one month (optional)
  • A complete list of creditors/depositors/debenture holders, along with their names and addresses and the respective amounts due to them, as required, drawn up to not less than one month from the date of the application (optional)
  • A declaration by any two directors or the key managerial personnel (KMP) of the company confirming that no employees are retrenched as a consequence of the alteration (optional)
  • Consent of creditors (optional)
  • An affidavit by the Company Secretary or directors declaring the correctness of the list of creditors (optional)

Conclusion

In conclusion, the process of shifting the registered office of a company within the same state, but under the jurisdiction of a different ROC, is a complex and highly regulated procedure. Each step is crucial, and strict compliance with legal provisions is essential to ensure a smooth transition. Companies must also consider the implications of such a move, and it is highly advisable to seek professional guidance to navigate the process effectively. The registered office is a central element of a company’s identity, and changes to it should be executed with diligence and precision to maintain legal compliance and operational continuity.