Shifting of Registered Office of The Company Outside The Local Limits of City, Town Or Village Where It Is Presently Situated Within The Same State And Under The Jurisdiction of The Same Registrar of Companies
MEANING OF REGISTERED OFFICE:
Registered office of the company is the official address of the company where any communication relating to the company is sent. As it is for public records therefore different Government Departments and other organizations/entities/stakeholders uses the same record 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:
1. Section 12 of the Companies Act, 2013; and
2. Rule 25 and 27 of Companies (Incorporation) Rules, 2013.
PROCEDURE FOR SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF CITY, TOWN OR VILLAGE WHERE IT IS PRESENTLY SITUATED WITHIN THE SAME STATE AND UNDER THE JURISDICTION OF THE SAME REGISTRAR OF COMPANIES.
STEP NO 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 NO 2:
Hold Board meeting and Pass the resolutions mentioned here under:
- 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;
- Resolution for fixing time, date and venue for holding Extra-Ordinary General Meeting of the company for passing a special resolution;
- Resolution approving notice of the Extra-Ordinary General Meeting along with the explanatory statement;
- Resolution authorizing the Company Secretary/Director to issue the notice of the Extra-Ordinary General Meeting.
STEP 3:
Issue notice along with the explanatory statement of the Extra-Ordinary General Meeting at least 21 clear days before the date of Extra-Ordinary General Meeting to:
- All the members of the company;
- All directors of the company; and
- Auditors of the company.
STEP NO 4:
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.
STEP NO 4:
If necessary, public notice of the Extra-Ordinary General Meeting may also be published in newspapers.
STEP NO 5:
Hold the Extra-Ordinary General Meeting and pass the special resolution for shifting of registered office of the company.
STEP NO 6:
Send to each stock exchange, a copy of the proceedings of the Extra-Ordinary General Meeting within 24 hours of the occurrence of the event.
STEP NO 7:
File with ROC within 30 days of passing of the special resolution-
Form MGT – 14: Form MGT-14 shall be filed with concerned Registrar of Companies, attaching the documents mentioned here under:
- Certified True Copy of Special Resolution; and
- Explanatory statement annexed to the notice of the Extra-Ordinary General Meeting.
Form INC – 22: File Form INC-22 within 30 days of the passing of the Special Resolution with the concerned Registrar of Companies.
This Form contains verification by any one of practicing professional viz. CA/CS/CMA certifying that the company has complied all the provisions of Companies Act, 2013 and Rules made thereunder regarding shifting of Registered office of the Company.
Further the practicing professional shall certify that he has personally visited the new registered office address and is of the opinion that the premises is indeed at the disposal of the applicant company.
Following documents shall be attached to Form INC-22:
1. Proof of Registered Office address (Conveyance Deed/ Lease deed/Rent Agreement along with the rent receipts not older than one month);
2. Copy of the utility bills not older than two months such as Electricity Bill/Gas Bill/Mobile Bill/Telephone Bill;
3. No Objection Certificate from the owner of the premises, to use the premises as registered office of the company;
4. List of all the companies (specifying their CIN) having the same registered office address, if any;
5. Certified True Copy of Special Resolution.
STEP NO 8:
Issue a public notice if so necessary by an advertisement in newspaper(s) informing all the members of the company and 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 NO 9:
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 NO 10:
Inform the stock exchanges, where the securities of the company are listed, about the change of registered office of the company.
STEP NO 11:
Get the new address of the registered office of the company painted on all the sign boards wherever they are displayed.
STEP NO 12:
Write/Print 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.
FREQUENTLY ASKED QUESTIONS
What is Registered Office of the Company?
Answer: Registered Office is a physical address of Company in the Register of Companies maintained by Registrar of Companies, which should be capable of receiving official communications addressed to it.
Can the registered office of the company be situated on residential property?
Ans. Yes, registered office of the company can be situated on residential property.
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.
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 Deed/ 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;
3. No Objection Certificate from the owner of the premises, to use the premises as registered office of the company;
4. List of all the companies (specifying their CIN) having the same registered office address, if any;
5. Certified True Copy of Special Resolution.
Which Resolution is required to be passed for shifting of registered office of the company outside the local limits of city, town or village where it is presently situated within the same state and under the jurisdiction of the same registrar of companies?
Answer: Approval of members of the company is required to taken by passing Special Resolution for shifting of registered office of the company within the local limits of the city, town or village where it is presently situated.
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.
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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