Procedure for Shifting of Registered Office Outside The Local Limits of The City, Town or Village Where it is Presently Situated within The Same State under The Jurisdiction of the Same Registrar of Companies.

Step 1. Hold a Board Meeting

1. To pass a resolution, for shifting the registered office of the company to another place outside the local limits of city, town or village, where it is presently situated;

2. To pass a resolution for fixing time, date and venue for holding general meeting of the company for passing a special resolution pursuant to Sub-section (5) of Section 12 of the Companies Act, 2013. Company having members upto 200 are not required to transact any business through postal ballot.

3. To pass a resolution approving notice of the general meeting along with the explanatory statement which is required to be annexed to the notice of the meeting as per requirement of Section 117 of the Companies Act.

4. To pass a resolution authorising the Company Secretary/Director to issue the notice of the general meeting on behalf of the Board of directors of the company.

Step 2. Notice of General meeting

Issue notice along with the explanatory statement of the general meeting to each member, each director and the auditors of the company.

Step 3.  Intimation by Listed Entity

The listed entity shall intimate the stock exchange within 24 hours of the occurrence of the event where the securities of the company are listed [Refer regulation 30(6) of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015].

Step 4. Publishment

 If necessary, public notice of the general meeting may also be published in news papers.

Step 5. Convey GM and Pass SR

 Hold the general meeting and pass the special resolution as per notice of the general meeting.

Step 6.  Copy of Proceeding sent to Stock Exchange

Send to each stock exchange, a copy of the proceedings of the general meeting in case of a listed company within 24 hours of the occurrence of the event [Refer regulation 30(6) of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015].

Step 7.  Filing

File with ROC within thirty days of passing of the special resolution-

1. Form MGT – 14 along with a certified true copy of the special resolution passed at the general meeting and the explanatory statement annexed to the notice of the general meeting along with the prescribed filing fee.

2. Form INC – 22, containing notice of change of registered office, along with the filing fee and copy of the special resolution.

Both the forms Form No. MGT 14 and Form No. INC 22 require the certification by any practicing professional i.e., any whole-time practicing CA, CS or CWA.

Following documents have to be attached to form INC-22:

1. Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement along with the rent receipts) etc.

B .Copies of the utility bills as mentioned above (not older than two months);

2. A proof that the Company is permitted to use the address as the registered office of theCompany if the same is owned by any other entity/ Person (not taken on lease by company);

– Copy of order of competent authority;

– List of all the companies (specifying their CIN) having the same registered office address, if any;

Step 8.  Public Notice Issue

Issue a public notice by an advertisement in newspaper(s) informing all the members of the company, other concerned persons about the change of registered office of the company so that they may address all future communications to the company at its new address.

Step 9.  Address Change

Change address of the registered office of the company on all items of stationery, sign boards and at all other places wherever it occurs.

Step 10.  Intimate to Stock Exchange about change

Inform the stock exchanges, where the securities of the company are listed, about the change of registered office of the company.

Step 11.  Display of New Address

Get the new address of the registered office of the company painted on all the sign boards wherever they are displayed.

Step 12. Write new address of the registered office of the company on all records, registers including the register of members, share certificates, sign boards, name plates etc

Disclaimer: The Content of this articles is for the informational purpose only. It is based on the understanding and knowledge of the author and do not constitute as legal advice or opinion.

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