SHIFTING OF REGISTERED OFFICE

A registered office is the official address of a company to which all official letters, notices and reminders will be sent by any person, any government or non government or regulatory body. In terms of Section 7 of the Companies Act, 2013 (the “Act”), all registered companies are legally required to have a registered office address in India from the date of commencement of business or within fifteen days (As per Companies Amendment Act, 2017 period  of 15 days shall be substituted with 30 days) from the date of incorporation whichever is earlier However, under the incorporation process effective as on date, the proposed company is required to intimate the address of its proposed registered office  the time of incorporation itself.

Usually a registered office is situated where most of the stakeholders reside. The only reason being is for their convenience. However sometimes it happens so that the registered office needs to be shifted to another place for better management of the company. The shifting can be within the local limits of same city, outside the local limits within same city, from jurisdiction of present ROC to jurisdiction of another ROC (in Maharashtra and Tamil Nadu) and sometimes, from one state to another. Let us understand the process one by one.

PROCEDURE OF SHIFTING OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS OF CITY, TOWN OR VILLAGE

1. Calling of Board Meeting: Meeting of Board of Director should be called by giving 7 days notice to Directors

2. Passing of Resolution: Resolution to shifting of registered office from one place to another within the local limits of any city, town or village to be passed at duly convened Board Meeting.

3. Intimation to ROC: 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, Inform INC-22, who shall record the same.

Attachments of Form INC-22

• Proof of registered office address (Conveyance/ Lease deed/ Rent Agreement etc. along with the rent receipts is required to be attached).

• 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).

• Proof that the company is permitted to use the address as the registered office of the Company (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).

PROCEDURE OF SHIFTING OF REGISTERED OFFICE WITHIN THE SAME STATE BUT OUTSIDE THE LOCAL LIMITS AND WITHIN THE JURISDICTION OF SAME ROC.

1. Calling of Board Meeting: Meeting of Board of Director should be called by giving 7 days notice to Directors.

2. Passing of Resolution: Resolution to shifting of registered office from one place to another within the local limits of any city, town or village to be passed at duly convened Board Meeting.

3. Calling of EOGM: Call a General Meeting of its members to approve the special resolution for shifting of registered office address of the company.

4. Intimation to ROC: 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 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).

PROCEDURE OF SHIFTING OF REGISTERED OFFICE WITHIN THE SAME STATE BUT OUTSIDE THE JURISDICTION OF SAME ROC.

1. Convene Board Meeting in accordance with the provisions of the Companies Act, 2013 along with taking care of compliances of the Secretarial Standard – I and pass requisite board resolution.

2. Convene EOGM in accordance with the provisions of the Companies Act, 2013 along with taking care of compliances of the Secretarial Standard – 2 and requisite pass special resolution.

3. File e-Form MGT-14 within 30 days of passing of special resolution.

4. File the copy of the petition in Form GNL-2 to the ROC. It is also recommended to file the same in physical. The acknowledgement of such filing shall be an attachment to the petition being submitted to the RD.

5. The application (petition) shall be filed in Form No. INC 23 along with the fee and following documents: Board Resolution for shifting of registered office;Special Resolution of the members of the company approving the shifting of registered office;a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the Company has not defaulted in payment of dues to its workmen;a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the Company has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;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.

6. Obtain order of RD. File such order in e-Form INC-28 within 30 days of passing of order by RD along with such order of RD as an attachment to the Form.

7. File Form INC-22 within 15 days of order of RD along with the following attachments:

8. Order of RD Ownership Proof in case the property is registered in the name of Company Rent Agreement/Lease Agreement, etc in case the property is rented / leased. NOC from the owner Utility bill (eg: electricity/phone/water bill etc.) not older than two months.

PROCEDURE OF SHIFTING OF REGISTERED OFFICE OUTSIDE THE STATE.

1. Convene Board Meeting in accordance with the provisions of the Companies Act, 2013 along with taking care of compliances of the Secretarial Standard – I and pass requisite board resolution.

2. Convene EOGM in accordance with the provisions of the Companies Act, 2013 along with taking care of compliances of the Secretarial Standard – 2 and requisite pass special resolution.

3. File e-Form MGT-14 within 30 days of passing of special resolution.

4. File the copy of the petition in Form GNL-2 to the ROC. It is also recommended to file the same in physical. The acknowledgement of such filing shall be an attachment to the petition being submitted to the RD.

5. Publish advertisements in Form INC 26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper with the wide circulation in the State in which the registered office of the company is situated

6. The copy of the petition shall be delivered to the Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.

7. The application (petition) shall be filed in Form No. INC 23 along with the fee and following documents:

• a copy of Memorandum of Association, with proposed alterations;

• a copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of the number of votes cast in favour or against the resolution;

• a copy of Board Resolution or Power of  Attorney or the executed vakalatnama,

• a list of creditors and debenture holders (not older than one month) setting forth the names and address of every creditor and debenture holder of the company along with the nature and respective amounts due to them in respect of debts, claims or liabilities.

• Acknowledgments of submitting the petitions to ROC and Chief Secretary;

• Copy of advertisements in Form INC-26.

Following affidavits signed by the Company Secretary of the company, if any, and not less than two directors of the company:

1. Verifying list of creditors

2. Verifying the non retrenchment of Employee

3. Verifying the provisions of rules and regulations

Following Affidavit signed by the director of the company:

1. Verifying the petition

2. Verifying publication of notice

3. Verification that there is no inquiry, inspection, investigation and prosecution is pending against the Company.

• Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report.

• Form MGT-14 along with paid challan.

Note that the complete set of signed petition shall also be submitted to the ROC and RD in physical form as well. For any practical issues in filing feel free to contact us.