Shifting of Registered Office (Alongwith Listing Regulation)

Significance of Registered Office and Procedure of Shifting Registered office registered office from jurisdiction of one ROC to the Jurisdiction of another ROC with in Same state along with (Listing Regulation)

SHIFTING OF REGISTERED OFFICE (ALONG WITH LISTING REGULATION)

1. Every time question comes in our mind? Why the Govt creates the requirement registered office for my business?

-Registered office of the company is the official address shown in the records of the Government     organisation and its own.

It will be beneficial for the Corporate/government for following purpose:

CORPORATE

1. Conduct day to day meeting relating to the business.(it will save the cost of arrangement of meeting)

2. All Communication send/ received by company through such official address.(Important communication will not miss)

3. Built corporate image among the stakeholders and transparency for their business. Reduce fines and penalty. (It is considered reliable {corporate body} in the eyes of stakeholder)

4. Storage of Confidential documents/ Records relating to the company. (Avoid duplication of documents stores in multiple locations.)

GOVERNMENT (MANDATORY PROVISION)

a. All Communication relating to the company send by Govt Departments.{ Section 12} ( Saves the Company from strike off the name of the company by ROC)

b. Books & Accounts and statutory records, returns, reports,  other document relating to the Company shall be kept at registered office. or any other place.{Sec128} (Saves the time of officer during the time of inspection & Inquiry / Investigation)

c. Imposing fine Maximum Rs.1 Lac under Sec 12 & Maximum Rs. 5 Lac under Sec 128. (Failure to comply with above provision)

2. Why the Company would like to shift their registered office?

Corporate may have single or multiple reasons for Shifting of Registered Office of the Company from one state/locality/ city/ town to another state/locality/ city/ town such as:

-Core activities of the business of the company shifted from one place to another.

-Majority of senior Management of the Company may be located in the state other than the registered office

-Convenience

-Reduction of cost/ Saves time.

-Other Reason, etc

3. What are the Specific Provision which relates to registered office of the company under Companies Act 2013 and LODR Regulation (Listed Company) shall be required to comply by the Company?

Comply with Section 12, 13 of Companies Act, 2013 read with Rule 25, 27, 28, Companies (Incorporation) Rules, 2014 and Regulation 30,44,46,47 of LODR Regulation, 2015.

Section 12 of Companies Act, 2013, mandates every company shall have registered office; every change of the situation of registered office shall be required to communicate to the authority in prescribed manner.

Procedure of shifting the registered office from one jurisdiction of ROC to another jurisdiction of ROC within same state:-

1. Convene the board meeting by giving notice to all directors.

2. Hold a board meeting and ensure that the quorum is present in the meeting and pass the necessary resolution on the following Matters:

 -Proposal of shifting of registered office from one jurisdiction of ROC to another jurisdiction of ROC within same state along with the reason.

 -Authorise two directors or company secretary (KMP), to resolve the matter which is precedent and incidental thereto in respect of above.

 – Calling of Extra Ordinary General Meeting, Fixing the day, time, venue of shareholder Meeting, for obtaining approval for the same.

  – Review the draft of resolution passes in general meeting along with the explanatory statement.( Proposal of shifting of registered office along with alteration of situation clause of MOA)

3. Issue the notice of Extraordinary General meeting to all the shareholders at least 21 days before the date of General Meeting. Serve the notice of meeting for obtaining the consent of creditors, depositor, debenture holder .Publish the notice of advertisement of shifting the registered office and Amendment of MOA in newspaper. Send six copy of notice of general meeting to the stock exchange.

{{In Case of Listed company, comply with such regulation as well:

{As per Regulation 30 deals with Disclosure of Events & Information-The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information(board meeting), which is in opinion of the board considered to be material.}

{As per regulation 47 Advertisement in Newspaper – Notice given to shareholder should be advertised shall give reference link of the website of listed entity and stock exchange(s), where further details are available.}}

4. Hold a general Meeting on appointed date and ensure that the quorum is present in the meeting & take the approval from the members by passing Special Resolution.

{{In Case of Listed Company, comply with such regulation as well-

{As per Regulation 30  deals with Disclosure of Events & Information-The listed entity shall first disclose all proceeding of AGM or EGM to stock exchange (Minutes of the Meeting), within twenty four hours from the occurrence of event or information (board meeting), which is in opinion of the board considered to be material.}

{As per Regulation 44 deals with Meeting of shareholders and Voting-Provide E-voting facility to the shareholder, in respect of all resolution and  submit the conclusion of its General Meeting within forty eight hours, to the stock exchange. , details regarding the voting results in the format specified by the Board.}}

5. File MGT-14 within 30 days of passing Special resolution along with the certified true copy of special resolution passed in general meeting and Altered MOA, with prescribed fee.

6. Submit an application for seeking confirmation from regional director for the approval shifting of registered Office from the jurisdiction of one ROC to the jurisdiction of another ROC in INC-23   along with the following prescribe documents and fee, after the expiry of 30 days of publishing newspaper advertisement{ Rule 28, Companies Incorporation Rules),2014:

– Certified true copy of Board resolution for shifting registered office.

-Special resolution of the company approving the shifting of registered office.

-Minutes of the general meeting

-Furnish the complete latest list of members/shareholders of the company drawn up to not less   than one month.

-Altered MOA

– A declaration in form of affidavit, given by KMP or any Two directors authorised by the board, that the company has not defaulted in payment of dues to its workmen ( like salary, wages and other dues) & has either takes the consent of    its creditors for proposed shifting by arrangement of meeting or make necessary provision for payment thereof.

Following procedure may be followed for obtaining the consent of Creditor:-

1. Prepare the list of workmen and creditor, mention the name, address and nature/amount due.

2. Serve the notice for convening the EGM, for obtaining the consent of creditors on proposed shifting of registered office.

3. Hold the meeting ensure that all creditor present in the meeting and obtain the acknowledgement for above purpose.

or

 Following Procedure may be followed to make necessary provision for payment thereof:

1. Prepare the list of workmen and creditor, mention the name, address and amount dues.

2. Authorised person make necessary provision in financial for their payment.

– if any prosecution are pending in the court, A declaration in form of Affidavit shall obtain that proposal of shifting registered office doesn’t seek the change in the jurisdiction of court.

-Power of attorney/vakalatnama/Board resolution.

-List of creditors and debenture holders.

-Affidavit verifying the application.

-Affidavit by the company secretary of the company and the directors in regards to the correctness    of list of creditors and affairs of the company.

-Copy of newspaper advertisement for notice of shifting the registered office.(Mandatory).

7. Regional Director after examine the application shall give the confirmation to the company within 30 days from the date of receipt of application.

8. Company shall file the copy of order of regional director to the registrar in INC-28, along with the copy of order, within 60 days of date of confirmation and certify the registration within 30 days from the date of filling such confirmation {Section 12(6)}

9. Company shall file notice of situation of registered office to the ROC in INC-22 along with the following documents, within the 30 days of such change.{Section 12(4)}.

-Proof of Registered Office address (Conveyance/Lease deed/ Rent Agreement etc. along with the rent receipts).

-Copies of the utility bills (proof of evidence of any utility service like telephone, gas ,electricity etc. depicting the address of the premises not older than two months is required to be attached ).

– Altered Memorandum of association.(Mandatory)

-A proof that the Company is permitted to use the address…… Authorization from the owner or occupant of the premises along with proof of ownership or occupancy and it is mandatory if registered office is owned by any other entity/ person (not taken on lease by company).

– Certified copy of order of Regional director.(Mandatory)

– List of all the companies (specifying their CIN) having the same registered office address, if any.

10. The Company shall update there business document (Letter head) / Common seal (if any) and website (if any), after obtaining certificate of Incorporation (Conclusive evidence) from the registrar.

In Case of Listed Company, comply with such regulation as well-

{In case of Listed Company – As per Regulation 46 Deals with website -The listed entity shall update any change in the content of its website within two working days from the date of such change in content.)

NOTE: CS MEENAKSHI MITTAL, in case of any query can be contacted at [email protected]