The registered office of a company is the address of the company in the register of the company maintained by the registrar of companies (ROC). As per section 12 of the companies act, it is mandatory to maintain the registered address of the company, which should be a physical address capable of receiving official communication from government department. Process and documentation depends on the nature of change. There are four kinds of case for the shifting of registered address of the company.
- Change of Registered Office Within local limits of the Same City/ Town/ Village;
- Shifting of Registered Office From one City to Another City within same ROC/State;
- Shifting of the Registered Office from one city to another within the same state but from the Jurisdiction of One ROC to another ROC;
- Shifting of Registered Office from one State to Another.
In my earlier writ-up, I had already discussed the relevant provisions and procedure of First case i.e “Change of Registered Office within local limits of the Same City/ Town/ Village”.
In this article, I am going to discuss the Second case i.e, “Shifting of Registered Office From one City to Another City within same ROC/State”
RELEVANT PROVISIONS:
A company may change its registered office from one city to another city within the ROC/ State by passing a special resolution (SR). For example, a company wants to shift the registered office from Lucknow to Agra or any other city within the Uttar Pradesh, it will fall under in Second case i.e, “Shifting of Registered Office From one City to Another City within same ROC/State”.
Company is required to mandatory pass the special resolution through postal ballot of the company has more than 200 members.
However, a company which is mandatory required to provide e-voting facility to its members has the option to transact this business at a general meeting instead of passing the resolution through postal ballot.
Sub-Section (5) of Section 12 of the Companies Act, 2013– Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed,—
(a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and
(b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company:
Rule 25 of the Companies (Incorporation) Rules, 2014– Verification of Registered Office
(1) The verification of the registered office shall be filed in Form No.INC.22 along with the fee, and
(2) There shall be attached to said 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.
Rule 27 of the Companies (Incorporation) Rules, 2014– Notice and Verification of Change of Situation of the Registered Office
The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.
PROCEDURE FOR SHIFTING OF REGISTERED OFFICE FROM ONE CITY TO ANOTHER CITY WITHIN SAME ROC/STATE
1. Hold a Board meeting or pass Board resolution by circulation:
- To consider and approve the shifting of Registered Office from one City to Another City within same ROC/State.
- To approve draft notice of the general meeting.
- To authorise CS or any other officer to issue notice of general meeting.
- To authorize CS or CFO or any director of the company toto sign necessary documents, papers and to do such acts and deeds as may be required in this connection.
2. In case of listed company, make disclosure of the Board meeting to stock exchanges (where the shares of the company are listed), as soon as reasonably possible and not later than 24 hours from the conclusion of Board meeting and post the same on the website of the company within 2 working days.
[Regulation 30 and 46(3) of the SEBI (LODR) Regulations, 2015]
3. Hold a general meeting to pass special resolution for change in the registered office of the company.
4. In case of listed company, submit disclosure of the proceedings of general meeting (except postal ballot) to stock exchange as soon as reasonably possible and not later than 24 hours from the conclusion of general meeting and post the same on the website of the company within 2 working days.
[Regulation 30 and 46(3) of the SEBI (LODR) Regulations, 2015]
5. Listed Companies shall submit to the stock exchange the details of the voting results within two working days from the conclusion of the meeting and post the same on the website of the Company. (SEBI circular No. 8/2015 dated 04.11.2015)
[Regulation 44 of the SEBI (LODR) Regulations, 2015]
6. File a copy of special resolution, together with the explanatory statement with ROC within 30 days in E-Form MGT-14.
7. Within 30 days of passing of Special Resolution, file notice of change of situation of the registered office and verification thereof in E-Form INC-22 with the Registrar along with the prescribed fee as per Companies [(Registration Offices & Fee) Rules 2014 along with following documents:
- Certified true copy of Special Resolution with Explanatory Statement
- Copy of Altered Memorandum of Association
- Registered document of the title of the premises in the name of the company
OR
- Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than 1 month
- Authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization to use the premises as registered office
OR
- NOC from director, if registered office is owned by the Director and not taken on lease by the Company.
- Copy of utility service bill like telephone, gas, electricity, etc. depicting the address of the registered office, not older than 2 months
- The list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address.
8. On the approval of E-Form MGT-14 and E-Form INC-22, Registrar will record the change of the situation of the Registered Office.
9. In case of listed company, inform the effective date of change of registered office to stock exchange as soon as reasonably possible and not later than 24 hours from registration of notice by ROC post the same on the website of the Company.
10. Change the existing registered office address of the company with the new address:
- Outside of every office or place in which its business is carried;
- On all business letters, billheads, letter papers and in all its notices and other official publications.
11. File Necessary Amendment Application with statutory authority under following Acts Goods and Services Act, Shops & Establishment Act, Factories Act, Foreign Exchange Management Act, Inter-State Migrant workmen Act, Private Security Agency Act, EPF, ESI, various Labour Laws, Industry Specific Laws etc.
DRAFT OF THE BOARD RESOLUTION FOR CHANGE OF REGISTERED OFFICE FROM ONE CITY TO ANOTHER CITY WITHIN SAME ROC/STATE
“RESOLVED THAT pursuant to the provisions of section 12 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to the approval of members of the Company, the consent of the Board of directors of the Company be and hereby accorded to shift the registered office of the Company from____________ to __________ with effect from –/–/—-.
“RESOLVED FURTHER THAT Mr./ Ms. ___________(Name of Director), Director of the Company and/or [Name of Company Secretary], Company Secretary of the Company be and are hereby authorised severally to file the necessary forms electronically with the office of the Registrar of Companies and take suitable action for implementation of the above resolution.”
DRAFT OF THE RESOLUTION PASSED AT EXTRA- GENERAL MEETING FOR CHANGE OF REGISTERED OFFICE FROM ONE CITY TO ANOTHER CITY WITHIN SAME ROC/STATE
To consider and if thought fit, to pass with or without modification the following resolutions as Special Resolutions:
“RESOLVED THAT an Extra-ordinary General Meeting of the Company be called and hold at ______ on ______ day of ______ at _____ as per draft notice and explanatory statement placed before the meeting duly initiated by the Chairperson for identification;
RESOLVED FURTHER THAT, Mr./ Ms. _______, of M/s _______ (PCS/ PCA/ PCMA/ Advocate), who has given his consent to act as scrutinizer, be and is hereby appointed as scrutinizer for the e-voting and voting through ballot at the General Meeting at such remuneration and out of pocket expenses, as may be determined by__________ (Director);
RESOLVED FURTHER THAT, Mr._____, Director of the Company, be and is hereby authorized to do all the acts, deeds and things which are necessary for the aforesaid shifting and to send the necessary intimation in prescribed form to Registrar of Companies.”
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Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.
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