shifting of registered office of company

Shifting office within city, within state, outside state or within state but in different jurisdiction of ROC

what is registered office of company & its importance?

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.

The registered office serves the following purposes:

Location of the office with the Registrar of Companies (ROC) where the records of the company are stored
Determination of domicile of a company for law-enforcing authorities and general public
Area limit for holding annual general meetings
Applicability of duty as per relevant Stamp Act for stamping on memorandum and articles of association, share and debenture certificates etc.
Determination of jurisdiction of the Court in a company
Inspection of registers and records as provided under the Act

procedure of shifting office "within city"

Companies relocating the RO within the local limits of the city or town can do so without the permission of the shareholder or any other authority.

However, they must notify the change to the registrar within the prescribed number of days in e-form INC-22, along with other relevant documents and fee

There shall be attached to said Form, any of the following documents, namely –

depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months

procedure of shifting office within state under same jurisdiction of roc

In case of shifting of registered office of company within local limits of city, town or village or outside local limits of city, town or village but within same state and with same ROC, then the company is required to file e-Form MGT-14 (if applicable) and e-Form INC-22.

Companies shifting the RO outside city limits but within the same state must take approval from shareholders by way of passing special resolutions.

No other permission or change in the MOA is needed

There shall be attached to said Form, any of the following documents, namely –

depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months

procedure to shift office outside the state

Seek approval of the Board of directors and fix a date, venue and time for holding a general meeting to obtain the approval of the members. The notice of such general meeting shall also be approved by the Board before sending it to the member. In case of listed companies, the company shall send six copies of the notice sent to members for a general meeting to the stock exchanges where the shares of the company are listed.
Hold the general meeting and get approval of the members by passing a special resolution subject to confirmation by the Central Government. In case of listed companies, the special resolution should be passed by postal ballot process.
File certified copy of the special resolution along with the explanatory statement and the altered copy of the Memorandum of Association with the ROC in the e-Form MGT-14 along with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014 within 30 days from the date of meeting.
Authorize several directors or company secretary to take steps to move an application / petition to the Central Government in the e-form INC-23 and appoint an advocate to assist the proceedings

procedure to shift ro from the jurisdiction of one roc to another but within same state

Seek approval of the Board of directors and fix a date, venue and time for holding a general meeting to obtain the approval of the members. The notice of such general meeting shall also be approved by the Board before sending it to the member. In case of listed companies, the company shall send six copies of the notice sent to members for a general meeting to the stock exchanges where the shares of the company are listed
Hold the general meeting and get approval of the members by passing a special resolution subject to confirmation by the Regional Director of the Ministry of Corporate Affairs. In case of listed companies, the special resolution should be passed by postal ballot process
At least 30 days before filing any application with the Regional Director for the change of registered office, the company shall publish a notice, in a daily newspaper published in English and the regional language of the district in which the registered office is situated, indicating the matter of application and inviting objections with the proposed alteration
In case no objection is received by the Regional Director within 21 days from the date of publication of notice, the person concerned shall be deemed to have given his consent.
Shifting registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.
File certified copy of the special resolution along with the explanatory statement with the ROC in the e-Form MGT-14 along with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014 within 30 days from the date of meeting.
File an application in e-form INC-23 for obtaining confirmation of the Regional Director with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014
File notice of change of situation of registered office in e-form INC-22 within 30 days from the date of change, along with the copy of the order issued by the Regional Director
9) File a certified copy of the confirmation order obtained from the Regional Director to the Roc in e-Form INC-28 with the prescribed filing fee within 30 days from the date of communication of order
ROC shall certify the form in Form INC-25 within 15 days from the date of filing of the orders
Give intimation of change in location of registered office to all the concerned departments and make necessary corrections in the name board, letterhead and records of the company.

Got a question?

We'd love to talk about how we can help you.

FAQS

WHAT IS THE DISPLAY REQUIREMENT AT REGISTERED OFFICE OF COMPANY?

As per Section 12, the name and address of the registered office should be displayed conspicuously at the location of registered office and every other office, engraved on its common seal and printed on letterheads, bills, notice etc. In case the company has a website for conducting online business, the registered office address should be given on the said website.

WHEN TO INTIMATE ROC ABOUT SHIFTING?

Any changes made in the address of registered office of company require certain compliances formalities that needs to be carried out by company.

WHAT ARE THE COMPLIANCES AFTER CHANGE IN REGISTERED OFFICE?

1) Paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefore are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages. 2) Business letters, billheads, letter papers and in all its notices and other official publications

WHAT IF WE DO NOT DISPLAY NAME ON REGISTERED OFFICE?

If any default is made under section 12, the company and every officer who is in default shall be liable to a penalty of Rs. 1,000 for every day during which the default continues but not exceeding Rs 1 lakh

WHY IT IS NECESSARY TO INTIMATE ROC ABOUT THIS CHANGES?

Because if this compliances are not followed by company, there are certain penalties that have to be bear by company and every officers in default.

WHICH ARE THE OTHER AREA THAT NEEDS CHANGE ON SHIFTING OF REGISTERD OFFICE?

1) Change in GST 2) Change in IEC 3) Maintenance of Books of Accounts 4) Change in Bank Accounts 5) Change in Labour Department 6) Change in PF 7) Change in ESIC 8) Change under Shop & Establishment Act