Introduction:
A company’s registered office is its official address as officially documented with government authorities. This address is a vital part of a company’s identity, listed in Clause II of the Memorandum of Association (MOA). It is the central point for receiving official communications and notices. To maintain transparency and ensure compliance with the Companies Act, 2013, it is essential to understand the process of shifting a registered office within the local limits of the same city, village, or town.
Registered Office of a Company:
The registered office of a company is the cornerstone of its legal existence. It is the address where the company’s official records and communications are received. The importance of the registered office is reflected in its mention in the Memorandum of Association (MOA), and this address must be registered with the Registrar of Companies (ROC) as mandated by Section 12(2) of the Companies Act, 2013. This registration should occur within thirty days of the company’s incorporation.
Procedure for Shifting of Registered Address Within Local Limits of the same city, village, or town:
The Companies Act, 2013, under Section 12(4), provides guidance on the procedure for relocating a company’s registered office within the local limits of the same city, village, or town. Here is a detailed analysis of the steps involved:
1. Notice and Board Meeting:
- Begin by sending notices to all the company directors to convene a Board Meeting.
- The purpose of this meeting is to pass a resolution authorizing the shift of the registered address.
2. Board Resolution: During the Board Meeting, the following resolution should be passed:
“RESOLVED THAT pursuant to the provisions of Sections 12 & 13 of the Companies Act, 2013 and other applicable provisions, if any, the registered office of the company be and is hereby shifted from……………………… to…………………………………
RESOLVED FURTHER THAT Mr…………………., Director of the Company, be and is hereby authorised to file all the necessary forms with the Registrar of Companies and to do such acts, deeds, and things as are necessary to give effect to the above Resolution.
RESOLVED FURTHER THAT change in the place of registered office of the company be made in the name plates or board affixed at the registered office and also in the letterheads, official publications, and documents of the company.”
3. Filing E-form INC-22: After the board resolution is passed, file E-form INC-22 with the ROC within fifteen days from the date of passing the resolution. This form includes details of the new registered office address.
4. Update Official Documents: Upon receiving approval from the ROC, it is imperative to update the registered office address on various official documents, including letterheads, banners, signboards, and all other records and documents of the company.
Attachments:
In support of the change in the registered office, the following documents must be attached:
- Rent/Lease Agreement: Providing evidence of the new office premises.
- NOC from the Owner: A No Objection Certificate from the owner of the premises.
- Utility Bill: A recent utility bill (not older than two months) that corroborates the new address.
Conclusion:
Shifting the registered office within the same local limits is a procedure guided by the Companies Act, 2013. It involves legal formalities, documentation, and compliance with regulatory bodies. Properly executing these steps ensures that a company’s registered office is accurately reflected, contributing to its transparent and compliant operations.
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Disclaimer: This blog serves informational and knowledge purposes only and should not be considered as a solicitation for any purpose. For further clarification, contact the author at 9953808432 or via mail at cssinghaniaandassociates@gmail.com. The author is the founder of SINGHANIA & ASSOCIATES, a Practicing Company Secretaries Firm based in Delhi.
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