Change in Registered Office of Company

Overview

Registered office (RO) of the company is a physical place which is maintained with the registrar of companies and which is used for the purpose of receiving official communication from various authorities. Registered office of the company is principal place of business of the company. The location of the registered office of the company will determine the Registrar of Companies under which it falls. The company can change its registered office any time.

WAYS TO CHANGE REGISTERED OFFICE

The registered office of the company can be changed in any of the following ways:

• Change within local limits of the same city.
• Change within the state under the jurisdiction of the same ROC.
• Change within the state under the jurisdiction of another ROC.
• Change of RO from one state to another state.

PROCEDURE FOR CHANGE OF REGISTERED OFFICE WITHIN SAME CITY

• STEP-1: Hold Board Meeting:- Meeting of board of directors of the company shall be conducted to pass resolution for shifting the RO of the company to another place within same city where presently situated.
• STEP-2: Filing with ROC:- The company shall after passing board resolution file form INC-22 with the registrar within 30 days of passing resolution along with copy of resolution and prescribed fees.
• STEP-3: Change of address on all places:-The change of location of registered office shall be noted by the company on every sign board, letter heads, business letters, bills of exchange and at all other places where it is mentioned.

ATTACHMENTS OF INC-22

• Proof of address of Registered Office (Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts)
• Copies of the utility bills (not older than two months)
• Copy of altered Memorandum of association
• A proof that the Company is permitted to use the address (in case the same is owned by other person/ entity)
• Copy of order of competent authority

PROCEDURE FOR CHANGE OF REGISTERED OFFICE WITHIN SAME STATE

• STEP-1: Hold Board Meeting:- Meeting of board of directors of the company shall be conducted to pass resolution for
  • shifting the RO of the company.
  • Fixing time, date and venue of the general meeting to pass special resolution.
  • Authorizing any competent officer to issue notice of general meeting on behalf of board of directors.
• STEP-2: Hold general meeting:- Hold general meeting of the company after giving 21 days clear notice to members and pass special resolution for approving shifting of RO within the same state in which RO of the company is presently situated.
• STEP-3: Filing with ROC:-The company shall file with the registrar within 30 days of passing special resolution form MGT-14 along with the copy of special resolution and form INC-22 with the prescribed fees.
• STEP-4: Issue public notice:-The company shall issue public notice in newspaper for informing members of the company that registered office of the company is changed and they can address all future communications to the company on that address.
• STEP-5: Change of RO address on all places:-The change of location of registered office shall be noted by the company on every sign board, letter heads, business letters, bills of exchange and at all other places where it is mentioned.

DOCUMENTS REQUIRED

• Proof of address of Registered Office (Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts)
• Copies of the utility bills (not older than two months)
• Copy of altered Memorandum of association
• A proof that the Company is permitted to use the address (in case the same is owned by other person/ entity)
• DSC of the director authorized to file form.
• DSC of the professional certifying form.

ATTACHMENTS OF MGT-14

• Copy of special resolution.
• Copy of Board resolution.
• Notice of general meeting.
• Altered copy of MoA.
• Copy of explanatory statement.

FORMS TO BE FILED

• MGT-14: filing of special resolution with the Registrar by the company.
• INC-22: Notice by the company to registrar regarding change of RO of company.

PROCEDURE OF CHANGE OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE

• STEP-1: Hold Board Meeting:- Meeting of board of directors of the company shall be conducted to pass resolution for
  • shifting the RO of the company.
  • Fixing time, date and venue of the general meeting to pass special resolution.
  • Authorizing any competent officer to issue notice of general meeting on behalf of board of directors.
• STEP-2: Hold general meeting:- Hold general meeting of the company after giving 21 days clear notice to members and pass special resolution for approving shifting of RO within the same state in which RO of the company is presently situated.
• STEP-3: Filing with ROC:-The company shall file with the registrar within 30 days of passing special resolution form MGT-14 along with the copy of special resolution and form INC-22 with the prescribed fees.
• STEP-4: Publication and servicing of notice:-The company is required to advertise notice in form INC-26 at least 30 days before filing application with CG for approval. And the company shall serve individual notice by registered post to the creditors and debenture holders and to the Registrar and SEBI.
• STEP-5: Application to Central Government:-The company shall file application to CG for the purpose of seeking approval to change its MoA with regard to change in RO of the company. The application shall be made in form INC-23 along with prescribed documents and fees.
• STEP-6: Order by central government:-If no objection has been received the CG shall pass order approving alteration without hearing within 15 days of receipt of hearing but if objection is received then CG will hold hearing and pass order within 60 days of receiving application.
• STEP-7: Filing of order with ROC:-The company shall within 30 days of receipt of order from CG approving alteration file certified copy of order of CG in form INC-28 with the Registrar along with the prescribed fees.
• STEP-8: The company shall file form INC-22 with the registrar regarding change of RO of company within 30 days of receiving order of CG along with required documents and prescribed filing fees.
• STEP-9: Issue public notice:-The company shall issue public notice in newspaper for informing members of the company that registered office of the company is changed and they can address all future communications to the company on that address.
• STEP-10: Change of RO address on all places:-: The change of location of registered office shall be noted by the company on every sign board, letter heads, business letters, bills of exchange and at all other places where it is mentioned.

ATTACHMENTS OF INC-23

• Copy of altered MoA.
• Copy of the minutes of general meeting at which special resolution for shifting RO is passed.
• Copy of board resolution.

FORMS TO BE FILED

• MGT-14: filing of special resolution with the Registrar by the company.
• INC-22: Notice by the company to registrar regarding change of RO of company.
• INC-23: application to CG for approving alteration in MoA regarding change in RO of the company.
• INC-28: Filing of copy of order of CG with registrar by the company.