Compliances for Change in Registered Office of a Company
Compliances for Change in Registered Office of a Company
Section 12 of the Companies Act, 2013, requires a company to have a registered office within 30 days of incorporation and at all times thereafter till the company continues to exist. A registered Office is a place where the company can receive all the communications/notices sent to it. The Registered Office address is mentioned in the situation clause of the Memorandum of Association of the company. The notice regarding the detailed address of the registered office of the company has to be given to the Registrar of Companies.
There may be circumstances when a company may be required to change its registered office. In such case, the company would be required to follow the procedure as laid by the Ministry of Corporate Affairs.
Types of Change in Registered Office
The change of registered office may be:
- Within the same city
- Within the same state and under the same ROC
- Within the same state but under different ROC
- From one state to another state
The compliances to be done would depend on the category in which the change in registered office is taking place.
Change of Registered Office within the same city
The change of registered office within the local limits of the city, town or village is the simplest process. The following procedure has to be followed for it:
- The company will have to arrange a Board meeting for passing a Board resolution for changing the Registered Office.
- Within 30 days of passing the Board resolution, Form INC-22 (Notice for situation or change in situation of registered Office) has to be filed with the Ministry of Corporate Affairs.
Documents to be attached with Form INC-22 are – NOC from owner and the rent agreement in case the place is rented, utility bill as address proof for business.
Change of Registered Office within the same state and under the same ROC
When a company decides to shift its office outside the local limits of the city/town where it is currently situated but under the jurisdiction of the same ROC, the following procedure shall be undertaken:
- A Board meeting has to be arranged by the Company and a resolution for calling Extraordinary General Meeting (EGM) has to be passed
- In the EGM, a special resolution for changing the registered office has to be passed.
- Within 30 days of passing of the special resolution, Forms INC-22 and MGT-14 have to be filed with MCA
The documents to be attached with the said forms are: copy of the Special Resolution, NOC from owner and the rent agreement in case the place is rented, utility bill as address proof for business.
Change of Registered Office within the same state but under the different ROC
Following is the procedure for changing the registered office from the jurisdiction of one ROC to another within the same state:
- A Board meeting has to be convened and a resolution for calling EGM has to be passed
- In the Board meeting, any director or the Company Secretary of the Company shall be authorized for moving an application in Form INC-23 to the Regional Director and making other related compliances
- In the EGM, a special resolution shall be passed by taking approval of the members for changing the Registered Office of the company.
- Within 30 days of passing of the special resolution, Form MGT-14 shall be filed along with notice of the EGM and the Certified True copy of the special resolution
- In e-Form INC-23, an application along with the prescribed fee, shall be filed with the Regional Director (under whose jurisdiction the existing Registered Office of the company falls) for seeking confirmation regarding change of office. This application shall be accompanied with the following documents:
- Board Resolution for shifting of the Registered Office
- Special Resolution by the members of the company confirming the change in the Registered Office
- A declaration by the Key Managerial Personnel of the company or any two directors who have been authorized by the Board which states that the company has not defaulted in paying dues to its workmen and has either its creditors’ consent for shifting the office or necessary provision for payment has been made by it.
- An acknowledged copy of intimation which has been made to the Chief Secretary of the State regarding the proposed change of the Registered Office and mentioning that the interest of the employees shall not be affected as a consequence of the change in Registered Office
- A confirmation order for shifting the Registered Office shall be obtained from the Regional Director and the same shall be filed with the ROC in Form INC-28 along with the prescribed fee within 60 days of receiving the confirmation order
- On receipt of the confirmation order from the Regional Director, the Registrar has to be notified via e-Form INC-22, along with the prescribed fee, within 30 days.
- The new Registered Address of the company has to be printed on all of the company’s bill heads, letterheads, business letters, notices and official publications.
Change of Registered Office from one State to another
Following is the procedure for changing Registered Office from one State to another:
- A Board meeting has to be convened
- The following have to be discussed in the Board meeting:
- Changing the Registered Office from one State to another
- Alteration of Memorandum of Association
- Convening EGM
- Any director or the Company Secretary of the Company shall be authorized for moving an application in Form INC-23 to the Regional Director and making other related compliances
- In the EGM, special resolution has to be passed for shifting the Registered Office from one State to another and altering the MoA of the company for this reason
- Within 30 days of passing of this Special Resolution, Form MGT-14 has to be passed. The notice of the EGM and the Certified True Copy of the Special Resolution, have to be attached along with the Form.
- The company also has to file an application in Form INC-23. Not more than 30 days prior to filing Form INC-23, the company shall:
- Publish the information pertaining to change in Registered Office in a newspaper of vernacular language of the district in which the office is registered and in an English newspaper with the widest coverage in the district.
- Send individual notice to every debenture-holder and creditor of the company via Registered post.
- An application seeking confirmation from the Regional Director shall be filed in e-form INC-23, along with the prescribed fee. The following documents shall be attached along with:
- A copy of MoA with the proposed alterations.
- Copy of the minutes of the meeting in which the resolution that authorized such alteration was passed. The details of votes in and against the resolution shall also be provided.
- Copy of Board Resolution or executed Vakalatnama or Power of Attorney, as the case may be
- The list of all the creditors and debenture holders stating the amount due to each one of them
- A declaration signed by the Company Secretary and at least two directors, one being the Managing director, stating that the list of creditors provided is complete and no other amount except the one mentioned in the list is owed to them. Another declaration stating that no employee shall be retrenched as a result of change in the Registered Office, shall be made.
- An application with all the attachments shall be made to the Registrar and the Chief Secretary of the State Government or the Union Territory, where the office of the company is situated.
- Copy of the advertisement published in the newspapers, notice sent to the debenture-holders and creditors, objections received (if any), counter responses of the company to such objections.
If any objection is received
A hearing shall be held by the Central Government whereby it shall direct the company to file an affidavit to record the consensus that is reached in the hearing. When this affidavit is executed, the Central Government shall approve the shifting of the Registered Office within 60 days of filing the application.
In case no consensus is reached and an objection is received, the company shall file an affidavit in the manner that it plans to resolve such objection. When this affidavit is executed, the Central Government shall accordingly confirm or reject the alteration within sixty days of filing of the application.
If no objection is received
In case no objection is received, there is no requirement of hearing from the Central Government. The application will be filed and the order of confirmation or rejection shall be passed within 15 days.
On receipt of confirmation, the same has to be filed with the Registrar within 30 days in e-form INC-22. The following documents shall be attached with the along with the confirmation order:
- Copy of the Confirmation order
- Copy of the altered MoA
- Registered document showing the title of the Registered Office in the company’s name
- Authorization from the owner to use the premises as the company’s Registered Office
- Copy of leas/rent agreement
- A proof of evidence of the owner (not more than two months old) like electricity bill, telephone bill, etc.
The new address has to be, then, printed on all the Company’s letterheads, business heads, notice and other publications.