SHIFTING OF REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE IT IS PRESENTLY SITUATED
MEANING OF REGISTERED OFFICE:
Registered office of company is the official address of the company where any communication related to the company is sent. As it is the public record therefore different Government Departments and other organizations/entities/stakeholders use the same to communicate with the Company.
Section 12 of the Companies Act, 2013 lays down that every company shall within 30 Days of its incorporation and at all times thereafter shall have its registered office to which all communications and notices may be addressed.
WHY THE REGISTERED OFFICE OF THE COMPANY IS MANDATORY?
1. For the purpose of determination of Jurisdiction of Court for litigation related matters;
2. For the purpose of determination of Jurisdiction for payment of stamp duties;
3. Inspection of various Registers and records as required to be maintained under the Companies Act, 2013 and other Laws;
4. For determination of Residential Status of the Company.
REGULATORY FRAMEWORK FOR SHIFTING OF REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE IT IS PRESENTLY SITUATED:
1. Section 12 of the Companies Act, 2013; and
2. Rule 25 and 27 of Companies (Incorporation) Rules, 2013.
The Companies Act, 2013 permits a company to change its registered office from its existing situation to another situation as mentioned here under:
- Within the local limits of the same city, town or village, or
- Outside the local limits of the same city, town or village:
- Under the jurisdiction of the same Registrar of Companies or
- Under the jurisdiction of another Registrar of Companies within the same State or
- From one state to another state.
In this article we will discuss only about shifting of registered office within the local limits of the city, town or village where it is presently situated.
Procedure for shifting of registered office within the local limits of the city, town or village where it is presently situated.
A company desirous of changing the situation of its registered office within the local limits of the city, town or village where it is presently situated has to follow the following procedure:
Step: 1
Issue Notice of Board Meeting to all the directors of the company at least 7 days before the date of meeting of Board of Directors for passing of resolution for shifting of Registered office of the Company. Following documents shall be attached with notice of Board Meeting:
- Draft Board Resolution;
- Agenda of Meeting;
- Notes to Agenda.
Step: 2
Hold Board Meeting to take a decision by passing a resolution for shifting the registered office of the company to another place within local limits of city, town or village, where it is presently situated.
Step: 3
File Form INC-22 within 30 days of passing of the Board resolution with the concerned Registrar of Companies.
This Form contains verification by any one of practicing professional viz. CA/CS/CMA.
Further the practicing professional shall certify that he has personally visited the new registered office address and is of the opinion that the premises are indeed at the disposal of the applicant company.
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);
2. Copies of the utility bills not older than two months such as Electricity Bill/Mobile Bill/Telephone Bill/Gas Bill;
- No Objection Certificate from the owner of the premise to use the premises as registered office of the company;
1. List of all the companies (specifying their CIN) having the same registered office address, if any;
2. Certified True Copy of Board Resolution.
Step 4:
Issue, if necessary, a general notice by way of an advertisement in newspaper(s) informing all members and other concerned persons, about the change of situation of the registered office of the company, so that they may address all future communications to the company at its new address.
Step 5:
Print new address of registered office of the company on all items of stationery, sign boards and at all other places wherever it occurs.
Step 6:
Inform the stock exchanges promptly, where the securities of the company are listed, about the change of the registered office of the company
FORMAT OF BOARD RESOLUTION FOR SHIFTING OF REGISTERED OFFICE
ABC EDUTECH PRIVATE LIMITED
CIN: _____________________
Telephone No: ______________
E-mail ID: ______________
Registered Office Address: _______________________
CERTIFIED TRUE COPY OF RESOLUTION PASSED AT ______________ (BOARD MEETING NUMBER AND FINANCIAL YEAR) MEETING OF THE BOARD OF THE DIRECTORS OF M/s ABC EDUTECH PRIVATE LIMITED (NAME OF COMPANY) HELD ON SATURDAY (DAY OF BOARD MEETING) THE _______ DAY (DATE OF BOARD MEETING) OF ______________ AT ITS REGISTERED OFFICE ______________________ (FULL ADDRESS OF THE PLACE WHERE BOARD MEETING HELD) AT _____ AM (TIME OF MEETING)
Item No 3: –
To Shift the registered office of the company within the Local limits of the City:
“RESOLVED THAT pursuant to the provisions of Section 12 of the Companies Act, 2013 and other applicable provisions of the Companies Act 2013, the registered office of the Company be and is hereby shifted from ______________________ (Present address of Registered Office of the company) to ______________________ (New Address where registered office is being shifted) w.e.f. _________(Effective Date ) and that the Directors of the Company be instructed to notify that the said change in the situation of registered office to the Registrar of Companies.”
“FURTHER RESOLVED THAT any Director of the Company be and is hereby authorized to sign and file requisite e-form INC-22 to the office of Registrar of Company to notify the said change in the registered office of the Company and to do other necessary acts which may be necessary to give effect to the above resolution.”
CERTIFIED TRUE COPY
| For and on Behalf of the Board of Directors | ||
| Date: ____ |
||
| Place: Jaipur | NAME OF DIRECTOR | NAME OF DIRECTOR |
| Director | Director | |
| DIN- XXXXXXXX | DIN- XXXXXXXX | |
| ADDRESS: FULL ADDRESS OF DIRECTOR SIGNING THE RESOLUTION | ADDRESS: FULL ADDRESS OF DIRECTOR SIGNING THE RESOLUTION | |
FORMAT OF NO OBJECTION CERTIFICATE FOR ADDRESS PROOF
I __________ S/o __________ residing at ________________________________________ (Name and Address of owner of premises) am the sole-owner of the property situated at______________________________ (New Address where registered office is being shifted)) have executed a rent agreement with M/s ABC EDUTECH PRIVATE LIMITED having CIN: ____________ (a company incorporated under the provisions of Companies Act, 2013) though its director Shri ________________ (Name of Director/Authorized Signatory signing Rent Agreement) having DIN:XXXXXXXX and the said property is to be used as the registered office of the above mentioned company and me being the sole owner of the above mentioned property have no objection, if the said company uses the above mentioned property as its registered office, hence proving this no objection certificate.
Further this is to clarified that I am the sole and alone owner of the above mentioned premises/property and the Electricity/Gas/Telephone/Mobile Connection of the said premises registered in my own name and a copy of Electricity Bill/Mobile Bill/Gas Bill/Telephone Bill have been attached as documentary proof with form INC-22 for the reference of your good office). I Sher Singh being the owner of the said property furnishing this No Objection Certificate mentioning that I have no objection, if the above mentioned company uses the above mentioned premises as its registered office.
Date:
Place: Jaipur
SHER SINGH
(Owner)
We _____________(Name of Director) and _______________(Name of Director) directors of M/s ABC EDUTECH PRIVATE LIMITED solemnly affirm and declare that the above mentioned contents are true to best of our knowledge and belief and nothing has been concealed, if anything found false, incorrect and misleading in respect of above contents, we shall also be liable for the same.
M/s ABC EDUTECH PRIVATE LIMITED
| Date: | NAME OF DIRECTOR | NAME OF DIRECTOR |
| Place: Jaipur | (Director) | (Director) |
| (DIN: XXXXXXXX) | (DIN: XXXXXXXX) |
FREQUENTLY ASKED QUESTIONS
Q.1 What is Registered Office of the Company?
Answer: Registered Office is a physical address of the Company in the Register of Companies maintained by Registrar of Companies, which should be capable of receiving official communications addressed to it.
Q.2 Can a company change or shift its Registered Office?
Answer: Yes, a company can change its registered company from one place to another. There are four kinds of case for shifting which are mentioned here under:
- Within the local limits of the same city, town or village, or
- Outside the local limits of the same city, town or village within same state and under the jurisdiction of the same Registrar of Companies;
- Outside the local limits of the same city, town or village under the jurisdiction of another Registrar of Companies within the same State or
- From one state to another State.
Q.3 How to intimate Registrar of Companies about shifting of Registered Office?
Answer: The company shall file Form INC-22 to ROC for intimating about the shifting of its Registered Office. The documents mentioned here under shall be attached with form INC-22:
1. Proof of Registered Office address (Conveyance/ Lease Deed/Rent Agreement along with the rent receipts);
2. Copies of the utility bills not older than two months such as Electricity Bill/Gas Bill/Mobile Bill/Telephone Bill;
- No Objection Certificate from the owner of the premises, to use the premises as registered office of the company;
- List of all the companies (specifying their CIN) having the same registered office address, if any;
- Certified True Copy of Board Resolution.
Q.4 Which Resolution is required to be passed for shifting of registered office of the company within the local limits of the city, town or village where it is presently situated?
Answer: Approval of Board is required to taken by passing Board Resolution for shifting of registered office of the company within the local limits of the city, town or village where it is presently situated.
Q.5 What are the post shifting compliance ?
Answer: Following are the post shifting compliance :
1. Apply for updating the registered office address in PAN/TAN database;
2. Apply for updating of the registered office address in bank;
3. Updating of registered office address in Stationery of the company;
4. Intimating authorities such as GST/ DGFT etc about change in registered office address of the company.
Q.6 Can two or more companies use same premises as its registered office?
Answer: Yes, two or more companies can use same premises as its registered office. In such situation a List of all the companies (specifying their CIN) having the same registered office address shall be attached with form INC-22.
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