Change In Registered Office in Surat
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A registered office is the official address of a company where all legal and government correspondence, including notices, letters, and reminders, are sent. This address is registered with the Registrar of Companies (ROC) and plays a crucial role in the company’s legal and administrative framework.
The registered office serves several essential functions, including:
Companies may need to shift their registered office due to expansion, cost optimization, or operational convenience. Let’s explore the procedures for shifting a registered office under different scenarios.
How to Change a Registered Office?
The procedure for changing the registered office depends on the location of the shift:
1. Shifting Within the Same City or Town
If the registered office is being shifted within the same city, town, or village, the process is straightforward: 1) No shareholder approval or external permissions are required. 2) The company must file e-Form INC-22 with the ROC within the prescribed timeframe. 3) Documents required: - Proof of the new address (rent agreement, electricity bill, etc.) not older than two months. - NOC (No Objection Certificate) from the property owner if the office is rented.
2. Shifting Within the Same State (Under the Same ROC Jurisdiction)
If the company shifts its registered office outside city limits but within the same state and ROC jurisdiction, the following steps are required: 1) Obtain shareholder approval by passing a special resolution. 2) File e-Form MGT-14 (if applicable) and e-Form INC-22 with the ROC. 3) Required documents: - Proof of new office address. - Special resolution passed by the shareholders.
3. Shifting to Another State
Relocating a registered office to another state involves a more complex process: 1) Board Approval: The Board of Directors must approve the proposal and fix a date for a General Meeting. 2) Shareholder Approval: A special resolution must be passed in the General Meeting. 3) Government Approval: Application for Central Government approval must be filed via e-Form INC-23. 4) Legal Compliance: - File e-Form MGT-14 with the ROC within 30 days of passing the resolution. - Publish a public notice in an English and regional language newspaper. - Obtain confirmation from the ROC of the new state. - File e-Form INC-22 and e-Form INC-28 with the new ROC. 5) The company must update its letterheads, statutory records, and government departments about the change.
4. Shifting to Another ROC Jurisdiction Within the Same State
If the shift is within the same state but under a different ROC jurisdiction, the following process applies: 1) Board and Shareholder Approval: Obtain approval through a special resolution. 2) Government Publication: A public notice must be published at least 30 days before filing the application. 3) Approval from Regional Director: The application must be submitted to the Regional Director for confirmation. 4) ROC Compliance: - File e-Form MGT-14 for special resolution. - Submit e-Form INC-23 to the Regional Director. - File e-Form INC-22 and e-Form INC-28 for final approval. 5) The ROC will certify the change in Form INC-25 within 15 days of filing.
An LLP Agreement typically includes the following essential elements:
If any of these provisions need to be modified, an amendment in the LLP Agreement is required.
Wherein a company never conducted any activity of business over the last two financial years nor has it sought an application in Dormant Company under Section 455 of Companies Act, 2013.
- A resolution must be passed by the designated partners to approve the proposed changes.
- This resolution should be recorded in the minutes of the meeting.
- The amendments must be included in a Supplementary LLP Agreement.
- All designated partners must sign the supplementary deed, and it must be notarized.
- Form-3 must be filed with the Registrar of Companies (ROC) within 30 days of passing the resolution.
- Required documents for Form-3:
- Original LLP Agreement
- Notarized Supplementary LLP Agreement
- Any other supporting documents (if applicable)
- If the amendment involves adding or removing a partner, Form-4 must be filed along with Form-3.
- Required documents for Form-4:
- Consent letter from the new partner (if applicable).
- Proof of cessation of a partner (if applicable).
- Affidavit or official proof of name change (if applicable).
- Company resolution if the partner is a corporate entity.
- Authorization letter specifying the representative partner.
Once the ROC receives the application, it follows a structured process:
The ROC publishes a public notice about the proposed strike off.
Any objections must be submitted within 30 days.
The notice is published in an English and vernacular newspaper, as well as on the MCA website and Official Gazette.
If you don’t submit the required forms by the deadline, you’ll face penalties:
A Director Identification Number (DIN) is an 8-digit unique identification number issued to directors of companies. It is a mandatory requirement under the Companies Act and has lifetime validity.
An LLP Agreement typically includes the following essential elements: