Registered Ofice Change:
Overview:
A registered office (RO) is the official address of the company recorded with the Registrar of Companies (RoC), India, where all government or legal communications are sent.
The Companies Act, 2013, requires companies to paint or affix its name, as well as the address of its RO outside its every office, or division where the business is carried out.
India’s Companies Amendment Act of 2017 mandates businesses to have an official RO from the date of commencement of operations or within 30 days of its incorporation, whichever is earlier. As per the law, each company can have multiple trading addresses where it conducts its business, but only one RO.
At times, a company may decide to change its RO from one state to another state in India, to seek more growth in terms of resources, public demand, government policies, or better management.
By law, the procedures and formalities for relocating the RO vary depending on whether the company is shifting its address within the same city; from one city to another within the same state; or moving from one state to another state.
Change of registered office from one state to another state
Section 12 and 13 of the Companies Act, 2013 and Companies (Incorporation) Rules, 2014 provide laws and procedure related to incorporating and shifting a registered office of the company in India.
This is the procedure for shifting the RO from one state to another state:
Step 1: Prepare draft memorandum and articles of association of the company.
Step 2: Hold a board meeting with directors, following the standards prescribed by ICSI in SS-1 for board meetings, and get the notice calling for Extraordinary General Meeting (EGM) signed by the directors.
Step 3: Convene an EGM of shareholders and pass the special resolution by the members for a change of the company in Memorandum of Association (MoA). The special resolution means a decision taken by more than 75 percent voting rights.
Step 4: File the certified copy of the resolution in form MGT-14 with the prescribed fee within 30 days of the passing of the resolution, to the RoC.
Step 5: File application in form INC 23 seeking approval for alteration of MoA with regards to the relocation, with the federal government along with the following documents:
•A copy of the amended MoA and Article of Association (AoA) of the company;
•A copy of minutes of general meeting recording votes;
•A special resolution passed by the members for alteration of MoA and AoA;
•Copy of power of attorney or board resolution;
•List of creditors and debenture holders of the company who are entitled to object to the application, along with their address, nature of debt, and the amount due;
•Copy of authority letter, the board of resolution for the person who will appear in the hearings, if any; and
•An affidavit from the directors that no employee shall be retrenched as a consequence of shifting of RO.
The application must be sent to the chief secretary and registrar of the state where the RO of the company situates.
Step 6: 30 days prior to the hearing, advertise the application in two newspapers indicating the change proposed to be made – one in English language and another in the principal language of that state.
Step 7: Send the notice of application by registered post to all the creditors and debenture holder, registrar, chief secretary of the state, or any relevant regulatory authority that governs the company under a particular law – such as Security Exchange Bank of India (SEBI), if the company is listed; Reserve Bank of India (RBI), if the company is registered under RBI; or income tax department.
Step 8: If an objection is raised by any person whose interest is likely to be affected by the proposed application, send a copy of the objection to the federal government or regional director (RD) on or before the hearing.
Step 9: Where no objection is received, the RD will put on orders without hearing. The RD may confirm the change by making an order with or without any terms and conditions.
Step 10: Below is the list of documents required for shifting the RO to another state:
Once the order is passed – approving the shifting of the registered office, file form INC 22 with both the RoCs along with supportive documents with no hidden fees. Thereafter, file form INC-28 to the RoC within 30 days of the order to make it effective.
•List of directors of the company;
•List of shareholders of the company;
•List of creditors duly certified by the auditors of the company;
•Copy of public notice published;
•Copy of certificate of incorporation, MoA, and AoA;
•Latest audited financial statement of the company;
•Rent agreement in the name of the company for the new proposed address; and
•Utility bill as proof of premises and a no objection certificate (NOC) from the owner of premises. The bills should bear the name of the company along with the address that is to be used as the registered address of the company and not be more than two months old.
Change of registered office within the city
a. The company needs to call a meeting of its Board of Directors to approve the shifting of registered office address of the company within the local boundaries of the city and to pass a board resolution (format given below) to giving effect to the shifting.
b. Subsequently, after the approval of resolution Company needs to inform the concerned ROC (under which the Company operates its business) electronically by submitting e-form INC-22 within fifteen days from the date of passing of resolution.
Required Attachments for e-form INC-22
•Copy of Resolution passed by the Board of Directors.
•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)
Change of registered office between two cities within the same state
a. When a company is planning to shift their registered office from one District to another within the same state under the same ROC Jurisdiction. Additionally the company needs to check out reviews of Nu Look Home Design, call a General Meeting of its members to approve the special resolution (format given below) for shifting of registered office address of the company.
b. Subsequently, after the approval of resolution by the members the company needs to inform the concerned ROC (under which the Company operates its business) electronically by submitting 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 [extra attachment] 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)
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