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Change of Registered Office of a Company

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Change of Registered Office of a Company

Change of Registered office of a Company

The Companies Act permits a company to change its registered office from its existing situation to another situation:-
  1. within the local limits of the same city, town or village, or
  2. outside the local limits of the same city, town or village
    • under the jurisdiction of the same Registrar of Companies or
    • under the jurisdiction of another Registrar of Companies within the same State or
  3. from one state to another State

1. Procedure of Removal of Name of a Company from Register of Companies by Registrar on Application made by the Company

  • Hold a meeting of its Board of directors of the company to take a decision by passing a resolution for shifting the registered office of the company to another place within local limits of city, town or village, where it is presently situated.
  • Within thirty days of the passing of the Board resolution, the company shall file with the concerned Registrar of Companies, Form INC – 22 along with a copy of the Board resolution. Following documents have to be attached to Form INC-22:
    • Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement along with the rent receipts) etc.;
    • Copies of the utility bills as mentioned above (not older than two months);
    • A proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person (not taken on lease by company);
    • Copy of order of competent authority; – List of all the companies (specifying their CIN) having the same registered office address, if any;
      • Address of the new registered office of the company must also be incorporated on all items of stationery, sign boards and at all other places wherever it occurs.

2. (a) Procedure For Shifting Of Registered Office Outside The Local Limits Of The City, Town Or Village Where It Is Presently Situated Within The Same State Under The Jurisdiction Of The Same Registrar Of Companies.

  1. Hold a Board meeting –
    1. to pass a resolution, for shifting the registered office of the company to another place outside
    2. the local limits of city, town or village, where it is presently situated;
    3. to pass a resolution for fixing time, date and venue for holding general meeting of the
    4. company for passing a special resolution pursuant to Sub-section (5) of Section 12 of the
    5. Companies Act, 2013. Company having members upto 200 are not required to transact any
    6. business through postal ballot.
    7. to pass a resolution approving notice of the general meeting along with the explanatory
    8. statement which is required to be annexed to the notice of the meeting as per requirement
    9. of Section 117 of the Companies Act.
    10. to pass a resolution authorising the Company Secretary/Director to issue the notice of the
    11. general meeting on behalf of the Board of directors of the company.
  1. Issue notice along with the explanatory statement of the general meeting to each member, each director and the auditors of the company.
  1. Hold the general meeting and pass the special resolution as per notice of the general meeting.
  2. File with ROC within thirty days of passing of the special resolution. Form MGT – 14 along with a certified true copy of the special resolution passed at the general meeting and the explanatory statement annexed to the notice of the general meeting along with the prescribed filing fee.
  3. Form INC – 22, containing notice of change of registered office, along with the filing fee and copy of the special resolution. Following documents have to be attached to Form INC-22:
    • Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement along with
    • the rent receipts) etc.;
    • Copies of the utility bills as mentioned above (not older than two months);
    • A proof that the Company is permitted to use the address as the registered office of the
    • Company if the same is owned by any other entity/ Person (not taken on lease by company);
    • Copy of order of competent authority;
    • List of all the companies (specifying their CIN) having the same registered office address, if any;
  1. Change address of the registered office of the company on all items of stationery, sign boards and at all other places wherever it occurs.
  1. Get the new address of the registered office of the company painted on all the sign boards wherever they are displayed.

2 (b) Procedure For Shifting Of Registered Office Outside The Local Limits Of The City, Town Or Village Where It Is Presently Situated To The Jurisdiction Of Another Registrar Of Companies But Within The Same State.

  1. Hold a Board meeting –
    1. to pass a resolution, for shifting the registered office of the company to another place outside
    2. the local limits of city, town or village, where it is presently situated;
    3. to pass a resolution for fixing time, date and venue for holding general meeting of the
    4. company for passing a special resolution pursuant to Sub-section (5) of Section 12 of the
    5. Companies Act, 2013. Company having members upto 200 are not required to transact any
    6. business through postal ballot.
    7. to pass a resolution approving notice of the general meeting along with the explanatory
    8. statement which is required to be annexed to the notice of the meeting as per requirement
    9. of Section 117 of the Companies Act.
    10. to pass a resolution authorising the Company Secretary/Director to issue the notice of the
    11. general meeting on behalf of the Board of directors of the company.
  2. Issue notice along with the explanatory statement of the general meeting to each member, each director and the auditors of the company.
  3. Hold the general meeting and pass the special resolution as per notice of the general meeting.
  4. File with ROC within thirty days of passing of the special resolution. Form MGT – 14 along with a certified true copy of the special resolution passed at the general meeting and the explanatory statement annexed to the notice of the general meeting along with the prescribed filing fee.
  5. The company should file Form INC-23 to the Regional Director for approval to shift its registered office from the jurisdiction of one ROC to another ROC within the state.
  6. Before one month of filing the application with the Regional Director, the company should: Publish a notice of change of office in a daily English newspaper and in the principal language newspaper of that district in which the company’s registered office is situated.
  7. Serve individual notice on each depositor, debenture holder and creditor of the company. The notice must state that if their interest is likely to be affected by the proposed alteration in the MOA, they can intimate their nature of interest and grounds of opposition to the Regional Director. However, they must intimate their opposition to the Regional Director within twenty-one days from the publication date of the notice.
  8. When the Regional Director does not receive any objection, a confirmation notice will be communicated within thirty days from the receipt of the application by the Regional Director.
  9. The company shall file the confirmation of the Regional Director with the ROC in Form INC-22 within sixty days from the receipt of confirmation.

3. Procedure for Changing the Situation of Registered Office Outside the State In which It is Presently Situated.

  1. Hold a Board meeting –
    1. to pass a resolution, for shifting the registered office of the company to another place outside
    2. the local limits of city, town or village, where it is presently situated;
    3. to pass a resolution for fixing time, date and venue for holding general meeting of the
    4. company for passing a special resolution pursuant to Sub-section (5) of Section 12 of the
    5. Companies Act, 2013. Company having members upto 200 are not required to transact any
    6. business through postal ballot.
    7. to pass a resolution approving notice of the general meeting along with the explanatory
    8. statement which is required to be annexed to the notice of the meeting as per requirement
    9. of Section 117 of the Companies Act.
    10. to pass a resolution authorising the Company Secretary/Director to issue the notice of the
    11. general meeting on behalf of the Board of directors of the company.
  2. Issue notice along with the explanatory statement of the general meeting to each member, each director and the auditors of the company.
  3. Hold the general meeting and pass the special resolution as per notice of the general meeting.
  4. File with ROC within thirty days of passing of the special resolution. Form MGT – 14 along with a certified true copy of the special resolution passed at the general meeting and the explanatory statement annexed to the notice of the general meeting along with the prescribed filing fee.
  5. The company should file Form INC-23 to the Regional Director for approval to shift its registered office from the jurisdiction of one ROC to another ROC within the state.
  6. Before one month of filing the application with the Regional Director, the company should: Publish a notice of change of office in a daily English newspaper and in the principal language newspaper of that district in which the company’s registered office is situated.
  7. Serve individual notice on each depositor, debenture holder and creditor of the company. The notice must state that if their interest is likely to be affected by the proposed alteration in the MOA, they can intimate their nature of interest and grounds of opposition to the Regional Director. However, they must intimate their opposition to the Regional Director within twenty-one days from the publication date of the notice.
  8. When the Regional Director does not receive any objection, a confirmation notice will be communicated within thirty days from the receipt of the application by the Regional Director.
  9. The company shall file the confirmation of the Regional Director with the ROC in Form INC-22 within sixty days from the receipt of confirmation.

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