Shifting of Registered Office of Company

Background/Extract of Companies Act, 2013.

As per provisions of Section 12 of Companies Act, 2013.

1. A company shall, on and from the fifteenth day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.

2. The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.

3. Every company shall:-

a. paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed there for are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;

b. have its name engraved in legible characters on its seal; if any:

c. get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, bill-heads, letter papers and in all its notices and other official publications; and

d. have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:

Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):

Provided further that the words “One Person Company” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.

4. Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.

5. 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:

Provided that no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.

6. The confirmation referred to in sub-section (5) shall be communicated within a period of thirty days from the date of receipt of application by the Regional Director to the company and the company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation who shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.

7. The certificate referred to in sub-section (6) shall be conclusive evidence that all the requirements of this Act with respect to change of registered office in pursuance of sub-section (5) have been complied with and the change shall take effect from the date of the certificate.

8. If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.

Brief procedure of shifting registered office of the Company within or outside the local limits of the City having same ROC Jurisdiction.

1. Within the Local limits of the City.

a. The company needs to call a meeting of its Board of Directors to approve the shifting of registered office address of the company within the local boundaries of the city and to pass a board resolution (format given below) to giving effect to the shifting.

b. Subsequently, after the approval of resolution Company needs to inform the concerned ROC (under which the Company operates its business) electronically by submitting e-form INC-22 within fifteen days from the date of passing of resolution.

Required Attachments for e-form INC-22

  • Copy of Resolution passed by the Board of Directors.
  • Copy of Lease Deed/Purchase Deed/Rent Agreement, etc (title of using that property by the Company, if the premises is owned by any Director than copy of NOC from that Director)
  • Copy of Utility Bill (not older by two months)

2. Within the State under the same ROC Jurisdiction.

a. When a company is planning to shift their registered office from one District to another within the same state under the same ROC Jurisdiction. Additionally the company needs to call a General Meeting of its members to approve the special resolution (format given below) for shifting of registered office address of the company.

b. Subsequently, after the approval of resolution by the members the company needs to inform the concerned ROC (under which the Company operates its business) electronically by submitting e-form MGT-14 for registering the Special Resolution taken by the members of the Company and e-form INC-22 for intimation of shifting of registered office address within fifteen days from the date of passing of special resolution.

Required Attachments for e-form MGT-14

  • Copy of Special Resolution passed by the shareholders of the Company.
  • Copy of Notice & Explanatory Statement.

Required Attachments for e-form INC-22

  • Copy of Resolution passed by the Board of Directors [extra attachment] and Copy of Special Resolution approved by the Shareholders of the Company.
  • Copy of Lease Deed/Purchase Deed/Rent Agreement, etc (title of using that property by the Company, if the premises is owned by any Director than copy of NOC from that Director)
  • Copy of Utility Bill (not older by two months)

Format of Board Resolution:

CERTIFIED TRUE OF THE RESOLUTION PASSED AT THE [NO OF MEETING] MEETING OF THE BOARD OF DIRECTORS OF [NAME OF THE COMPANY] HELD AT THE REGISTERED OFFICE OF THE COMPANY AT [ADDRESS] ON [DAY] [DATE] [TIME].
————————————————————————————————————————-

“RESOLVED THAT pursuant to the provisions of Section 12 of the Companies Act, 2013 and any other provisions applicable, if any, the Registered Office of the Company be shifted from [current address] to [new address], with effect from [date].

“RESOLVED FURTHER THAT [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.

Certified to be true
For [Name of Company]

[Name]
Director/Company Secretary
[DIN/M. No.]

Format of Special Resolution:

CERTIFIED TRUE OF THE RESOLUTION PASSED AT THE [NO OF MEETING] EXTRA – ORDINARY GENERAL MEETING OF THE MEMBERS OF [NAME OF THE COMPANY] HELD AT THE REGISTERED OFFICE OF THE COMPANY AT [ADDRESS] ON [DAY] [DATE] [TIME].
——————————————————————————————————————–

“RESOLVED THAT Pursuant to Provisions of section 12 and any other provisions of the Companies Act ,2013 and Companies (Incorporation) Rules, 2014 and any other applicable provisions if any, the Registered office of the company be and is hereby shifted from its present location at [current address] to[new address].

“RESOLVED FURTHER THAT, [Name of Director], Director of the Company and/or [Name of Company Secretary], Company Secretary of the Company, be and are hereby authorized to sign, execute any deeds, documents and file with the Registrar of Companies, the required e-form/s, and any other statutory body or if required verification of the situation of the registered office of the company.

Certified to be true
For [Name of Company]

[Name]
Director/Company Secretary
[DIN/M. No.]

EXPLANATORY STATEMENT ANNEXED TO THE NOTICE OF THE GENERAL MEETING OF THE COMPANY.

Item No……

As per Provision of section 12 of the Companies Act, 2013 read with rule 27 of Chapter II The Companies (Incorporation) Rules, 2014 relating to be procedure to be followed for, shifting of registered office of Company outside the local limits of any city or town requires approval of the members by Special Resolution.

The Registered office of the Company is presently situated in [current address], Now the Board of Directors of the company at its meeting held on [date of Board Meeting]decided that the registered office of the Company is to be shifted to [new address], a place outside the local limits of the town where the company’s registered office is presently situated but which is situated within the same State, with a view to improve operational efficiency, the Board of Directors Considered and subject to approval of members, approved the proposal of shifting registered office to [new address].

The Board recommends the proposed special resolution to the members of the Company for their consideration and approval.

None of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution of item No….

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Disclaimer: The information is provided purely for informational and educational purpose only and based on my understanding/knowledge. This does not constitute any legal advice or legal opinions. Therefore I cannot take any responsibility for the result or consequences of any attempt to use or adopt any of the information presented in this article.

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One Comment

  1. T P SIVADAS says:

    sir
    where does it say that shifting of RO with in the lacal limit can be made by board resolution, you mwean that ROcan be shifted without the knowledge of investors.then the investors have to run from pillor to post to find where their hard earned money is parked,please note that as far as companies act is concerned the government and practicing proffessinlas is on the side of investors or stake holders

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