Shifting of Registered Office of the Company

The Company is required to have a place registered in the public records where any letters, notices, other communications can be sent by various stakeholders of the Company. That place is known as the Registered Office of the Company. The Company is mandatorily required to establish its registered office at the time of incorporation and intimate to the Registrar of Companies (ROC) of the concerned state where the Company is being incorporated.

Procedure for shifting of Registered Office

Case-I: Shifting of Registered office within local limits of any city, town or village:-

For shifting the Registered Office of the Company from one place to another within local limits of any city, town or village, following procedure is required:

1. Convene a meeting of Board of Directors of the Company for following:

a) to pass Board Resolution for shifting the Registered Office of the Company from one place to another within local limits of any city, town or village;

b) to authorize officials of the Company to do e-filing and other necessary things to give effect to the abovesaid resolution.

2. File following documents to Registrar of Companies (ROC) in form INC-22 within fifteen days of the meeting in which approval of Board of Directors was sought:

a) Certified true copy of Board Resolution passed by the Directors of the Company;

b) Proof of registered office address;

c) Copy of utility bill, not older than two months;

 d) If premises is not owned by the Company, then proof that Company is permitted to use the address.

3. After obtaining approval from ROC, change the address mentioned on letterheads, banners, signboards, other records/papers etc. of the Company.

Case-II: Shifting of Registered office outside the local limits of any city, town or village:-

For shifting the Registered Office of the Company from one place to another outside local limits of any city, town or village, within the jurisdiction of same ROC and within same state, following procedure is required to be followed:

1. Convene a meeting of Board of Directors of the Company for the following:

 a) To pass Board resolution for shifting the Registered Office of the Company from one place to another outside local limits of any city, town or village;

 b) To authorize officials of the Company to do necessary things to give effect to the abovesaid resolution;

 c) To approve notice for calling General Meeting;

d) Authorize officials of the Company to send notice of General Meeting.

2. Send notice of General Meeting to shareholders, directors and auditors of the Company through post or courier or through an e-mail.

3. Convene General Meeting and pass special resolution for shifting the Registered Office of the Company from one place to another outside local limits of any city, town or village.

4. File Certified true copy of special resolution along with explanatory statement and copy of Notice of EGM to ROC in form MGT-14 within fifteen* days of passing the special resolution.

*(As per Section 177 of the Companies Act, 2013, form MGT-14 is required to be filed within thirty days but SRN of this form is required to be mentioned in form INC-22, which shall be filed by the Company within fifteen days from the date of passing special resolution).

5. File following documents to ROC in form INC-22 within fifteen days of the meeting in which approval of shareholders was sought in the General Meeting:

a) Certified true copy of Board Resolution passed by the Board of Directors of the Company;

b) Certified true copy of Special Resolution passed by the shareholders of the Company;

c) Proof of registered office address;

d) Copy of utility bill, not older than two months;

 e) If premises is not owned by the Company, then proof that Company is permitted to use the address.

6. After obtaining approval from ROC, change the address mentioned on the letterheads, banners, signboards, other records/papers etc. of the Company.

Case-III: Shifting of Registered office of the Company from jurisdiction of one ROC to Jurisdiction of another ROC within same state:-

For shifting of Registered office of the Company from jurisdiction of one ROC to jurisdiction of another ROC within same state, following procedure is required to be followed:

1. Convene a meeting of Board of Directors of the Company for the following:

a) To pass Board resolution for shifting the Registered Office of the Company from jurisdiction of one ROC to jurisdiction of another ROC within same state;

b) To authorize officials of the Company to do necessary things to give effect to the abovesaid resolution;

c) To approve notice for calling the General Meeting;

d) Authorize officials of the Company to send notice of General Meeting.

2. Send notice of General Meeting to shareholders, directors and auditors of the Company through post or courier or through an e-mail.

3. Convene General Meeting and pass special resolution for shifting the Registered Office of the Company from jurisdiction of one ROC to jurisdiction of another ROC.

4. File Certified true copy of special resolution along with explanatory statement and copy of Notice of General Meeting to ROC in form MGT-14 within thirty days of passing the special resolution.

5. Prepare a list of creditors, if there are any, and obtain their consent for the proposed shifting or make necessary provision for the payment of dues.

6. Prepare a list of depositors and debenture holders, if any;

7. File an intimation to the Chief Secretary of the state regarding the proposed shifting mentioning that the employees’ interest is not affected due to proposed shifting.

8. File an application to Regional Director in form INC-23 along with below mentioned documents:

a) Board resolution approving the shifting of registered office;

b) Special resolution approving the shifting of registered office;

c) Copy of minutes of General Meeting in which the approval for shifting was sanctioned;

d) Declaration by the Key Managerial Personnel or any two Directors authorised by the Board that the Company has not made any default in payment of dues to its workmen and either has consent of creditors for proposed shifting or has made provision for payment of their dues;

e) A declaration signed by the authorised officials that the Company does not seek change in the jurisdiction of the court in which any case for prosecution is pending;

f) Acknowledged copy of intimation to chief secretary mentioned in point (7);

9. The Regional Director shall pass order within fifteen days from the date of receiving application complete in all respects.

10. The order of Regional Director, approving the application, shall be filed to the ROC in form INC-28 within thirty days from the date of receiving certified copy of order.

11. After receiving the approval from Regional Director as mentioned in point (9), the same shall be filed to ROC in form INC-22 within sixty days from the date of receiving certified copy of order, along with following documents:

a) Certified true copy of Board Resolution passed by the Board of Directors of the Company;

b) Certified true copy of Special Resolution passed by the shareholders of the Company;

c) Proof of registered office address;

d) Copy of utility bill, not older than two months;

e) If premises is not owned by the Company, then proof that Company is permitted to use the address.

f) Copy of order passed by Regional Director

12. After obtaining approval from ROC Change the address mentioned on the letterheads, banners, signboards, other records/papers etc. of the Company.

Case-IV: Shifting of Registered office of the Company from one state to another:

For shifting of registered office of the Company from one state to another, following procedure is required to be followed:

1. Board Meeting

Convene a meeting of Board of Directors of the Company for the following:

a) To pass Board resolutions for: (i) shifting the registered office of the Company from one state to another and; (ii) alteration of Memorandum of Association;

b) To authorize officials to file Petition with the Regional Director and publication in the Newspapers

c) To appoint Authorised Representative to appear before Regional Director

d) To approve notice for calling General Meeting;

e) Authorize officials of the Company to send notice of General Meeting.

2. Notice of General Meeting

Send notice of General Meeting to shareholders, directors and auditors of the Company through post or courier or through an e-mail.

3. Holding General Meeting

Convene General Meeting to obtain approval through special resolutions, for following matters:

a) Shifting of registered office of the Company from one state to another;

b) Alteration in Memorandum of Association of the Company

4. Finalization of list of creditors and Debentureholders

a) Prepare a list of unsecured and secured creditors of the Company;

b) Prepare a list of debentureholders of the Company;

c) The abovesaid lists shall include the nature and respective amounts due to them;

d) The abovesaid lists shall be of a date not earlier than one month from the date of application;

e) A declaration is to be attached with the above lists, signed by the Company Secretary of the Company, if any and atleast two Directors of the Company, one of whom shall be Managing Director, if there is one.

5. Notice to creditors and Debentureholders

a) Send individual notices to creditors and debentureholders of the Company by registered post acknowledgement due regarding the proposed shifting and seeking no objection certificate from them.

b) The abovesaid notices to be send atleast fourteen days before the date of hearing;

c) A certified copy of list of creditors shall be kept at the registered office of the Company.

6. Newspaper advertisement

a) Notice regarding shifting of registered office shall be published in English language in English newspaper and in vernacular language in vernacular newspaper, having circulation in the district where the existing registered office of the Company is situated;

b) The said notice is to be given in format specified in form INC-26;

c) The notice shall be given atleast fourteen days before the date of hearing.

7. Notice to other Regulatory Bodies

 a) Notice regarding proposed shifting along with the copy of application is to be sent to ROC of the state where the existing registered office of the Company is situated and to the specific regulatory body, if the Company is regulated by any Special Act;

b) Notice and copy of application shall also be send to the Securities and Exchange Board of India, in case of a listed Company;

c) A copy of application shall also be sent to the Chief Secretary of the state in which the registered office of the Company is situated at the time of filing the application

d) The notice shall be served by registered post with acknowledgement due.

8. Application to Regional Director

An application seeking alteration in Memorandum of Association (MOA) due to change in registered office of the Company, in form INC-23 shall be sent to Regional Director along with the following documents:

a) Copy of Memorandum of Association with proposed alteration. The said copy shall be certified by the authorised officials of the Company;

b) Copy of minutes of General Meeting in which special resolution for the proposed shifting and alteration of MOA was passed;

c) Copy of board resolutions passed for shifting of registered office and alteration of MOA;

d) Copy of acknowledgement of service of copy of application to ROC and Chief Secretary;

e) Affidavit verifying the application;

f) Copy of newspaper advertisements;

g) Affidavit verifying publication of notice;

h) List of creditors and debentureholders of the Company providing names and address of the creditors along with the nature and the amounts;

i) Copy of individual notices served to creditors and debentureholders and copy of objections/ no objections received from them, if any;

j) Proof of dispatch of notice to creditors and debentureholders;

k) Affidavit verifying the list of creditors;

l) Affidavit from Director in terms of rules;

m) Proof of payment of application fees;

n) Affidavit regarding no pendency of enquiry, inspection, investigation or prosecution against the Company

o) Certified true copy of the latest Audited financial statements of the Company;

p) Certified true copy of the provisional financial statements as on the cut-off date (date on which list of creditors has been obtained);

q) Certified copy of list of Directors of the Company;

r) Certified copy of shareholding pattern of the Company;

s) Memorandum of Appearance in form no. 2

9. Passing of order

a) In case, no objection has been received, order may be passed without hearing, within fifteen days from the date of filing the application.

b) In case of objection by any person, the Regional Director shall hold hearing and pass order within sixty days of filing the application.

10. E-Filing

♦ Form MGT-14 shall be filed to ROC within thirty days of passing special resolutions along with following attachments:

a) Certified true copy of special resolution(s) along with explanatory statement(s);

b) Copy of notice of general meeting;

c) Copy of altered Memorandum of Association

♦  Application to Regional Director along with abovesaid annexures shall be filed in form INC-23;

♦ Copy of application along with all the annexures shall be filed to ROC in form GNL-1;

♦ Certified copy of order shall be filed in form INC-28 within thirty days from the date of receiving the order.

♦ File notice of change in registered office in form INC-22 within fifteen days from the date of receiving certified copy of order. Following documents are required to be annexed with form INC-22:

a) Certified true copy of Board Resolution passed by the Board of Directors of the Company;

b) Certified true copy of Special Resolution passed by the shareholders of the Company;

c) Proof of registered office address;

d) Copy of utility bill, not older than two months;

e) If premises is not owned by the Company, then proof that Company is permitted to use the address.

f) Copy of order passed by Regional Director

The ROC, after certified form INC-22, shall issue a fresh Certificate of Incorporation under his seal. The said certificate shall be a conclusive evidence that all requirements under the act with respect to change of Registered Office has been complied with.  The change shall be effective from the date mentioned in the certificate.

11. Intimation of change to various authorities

Company is required to intimate the change in registered address to various government/ non-government / local authorities.

12. Change in stationary

After obtaining approval from ROC Change the address mentioned on the letterheads, banners, signboard, other records/ papers etc. of the Company.

In all the cases of shifting of registered office of a Company, number of compliances and filings are to be done. With the help of above written procedures, errors and omissions can be reduced as the reader will not skip any requirement of law.