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 (5) & Section 12(6) of the Companies Act, 2013; and
2. Rule 25, 27 & 28 of Companies (Incorporation) Rules, 2014.
PROCEDURE FOR SHIFTING OF REGISTERED OFFICE:
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:
(i) To consider the proposal of shifting the registered office of the company Outside the Local Limits of the City, Town or Village where it is presently situated to the jurisdiction of another Registrar of Companies but within the same State, subject to the approval of the members of the company;
(ii) Resolution for fixing time, date and venue for holding Extra-Ordinary General Meeting of the company for passing a special resolution;
(iii) Resolution approving notice of the Extra-Ordinary General Meeting along with the explanatory statement;
(iv) Resolution authorizing the Company Secretary or any Director to issue the notice of the Extra-Ordinary General Meeting.
(v) Resolution authorizing the Company Secretary or any Director to move an application before Central Government (Regional Director) for confirmation seeking shifting of registered office.
STEP NO 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;
> Statutory Auditor(s) of the company;
> Secretarial Auditor(s) of the company;
> Debenture Trustee; and
> Other person who are entitled to receive the notice of the General Meeting.
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:
File Form MGT-4 with ROC within 30 days of passing of the special resolution-
Form MGT-14 shall be filed with concerned Registrar of Companies, attaching the documents mentioned here under:
> Certified True Copy of Special Resolution;
> (b) Copy of notice of the Extra-Ordinary General Meeting along with explanatory statement; and
> Minutes of Extra-Ordinary General Meeting.
STEP NO 7:
File Form INC-23 to the office of concerned Regional Director seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies-
Attachments of Form INC-23:
(a) Certified True Copy of Board Resolution for shifting of registered office;
(b) Copy of notice of the Extra-Ordinary General Meeting along with explanatory statement;
(c) Certified True Copy of Special Resolution, approving the shifting of registered office;
(d) Minutes of the Extra-Ordinary General Meeting authorizing such alteration;
(e) Declaration given by the Key Managerial Personnel or any two directors authorized by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;
(f) A declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;
(g) Acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting”.
(h) Proof of service of the application to the Registrar, Chief secretary of the state, SEBI or any other regulatory authority;
(i) Copy of objections (if any received)
(j) Optional attachment(s), if any
STEP NO 8:
The Regional Director shall examine the application and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within 30 days of the receipt of application.
The shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated or any prosecution is pending against the company.
STEP NO 9:
The certified copy of order of the Regional Director, approving the shifting of registered office shall be filed in Form No INC-28 within 60 days from the date of receipt of certified copy of the order.
STEP NO 10:
File Form INC-22 within 30 days of receiving of Confirmation Order from the Regional Director.
Following documents shall be attached to Form INC-22:
i. Proof of Registered Office address (Conveyance Deed/ Lease deed/Rent Agreement along with the rent receipts not older than one month);
ii. Copy of the utility bills not older than two months such as Electricity Bill/ Gas Bill/Mobile Bill/Telephone Bill;
iii. No Objection Certificate from the owner of the premises, to use the premises as registered office of the company;
iv. List of all the companies (specifying their CIN) having the same registered office address, if any;
v. Certified True Copy of Special Resolution;
vi. Copy of order of Regional Director.
STEP NO 11:
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 12:
Change address of the registered office of the company on all items of stationery, sign boards and at all other places.
STEP NO 13:
Get the new address of the registered office of the company painted on all the sign boards wherever they are displayed.
STEP NO 14:
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.
STEP NO 15:
File Application under following Acts/Departments for updating address of the company: