An inexorable desire to start a new Company requires dedication of people, focuses effort and choosing right business location. Having a place of business is extremely important as during the initial stage of registration process you will be prompt to declare the address of the Registered Office of the Company. Change in Registered Office is therefore one such transaction which comes into context due to multiple economic and legal factors and therefore is carried out through following routes.
Section 12 and 13 of the Companies Act
Rule 25, 27, 28, 30 and 31 of the Companies (Incorporation) Rules, 2014
What is the meaning of Registered Office?
Registered office refers to the official correspondence address of the Company or its principal place of business. The address of the registered office will be used for all the official communications of the Company.
Requirements for Registered Office
As per Section 12 of the Companies Act 2013, the Company is required to have a Registered Office within 30 days of its Incorporation.
As per Rule 25 of The Companies (Incorporation) Rules, 2014, the Company will have to file Form INC-22 along with the following documents –
- Registered document of title of premises or,
- Notarized copy of lease or rent agreement,
- No Objection Certificate from the Owner, if rented, and
- Proof of evidence of any utility service telephone bill, electricity bill, etc.
Note: A building under construction or vacant land cannot be declared as the registered office. However, residential property can be declared as registered office of the Company.
Change in location of Registered Office – Snapshot
|Shifting of Registered Office Within the Same City /Town /Village||Board meeting|
|Outside the local limits of city, town or village but within the same roc and same state||Board meeting|
|Shifting of Registered Office Within the Same State||MGT – 14 |
INC – 23
INC – 28
INC – 22
|Shifting of registered office from one state or union territory to another||MGT – 14 |
INC – 23
INC – 28
INC – 22
Alteration of MOA
Shifting of Registered Office within the same city /town /village
Step 1: Conduct Board meeting and pass board resolution.
Step 2: Submit Form INC – 22 to RoC within 30 days of passing of Board resolution.
Further, this does not require alteration of MOA. Also, the said form is processed under STP mode.
Outside the local limits of city, town or village but within the same RoC and same state
Step 1: Conduct Board meeting and pass board resolution for calling general meeting.
Step 2: Conduct General meeting and file form MGT – 14 within 30 days of Special Resolution
Step 3: File form INC- 22 within 30 days of Special Resolution.
Further, in this scenario alteration of MOA is not required.
Shifting of registered office within the same state
As per Rule 28 of Companies (Incorporation) Rules 2014, for shifting the registered office within the same state from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies following steps should be followed:
Step 1: Passing of Board resolution for shifting of Registered Office, calling of EGM and moving application to Regional Director;
Step 2: Special Resolution approving the shifting of registered office;
Step 3: A declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the Company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;
Step 4: A declaration not to seek change in the jurisdiction of the court where cases for prosecution are pending;
Step 5: Acknowledged copy of intimation is sent to the Chief Secretary of the state notifying about the proposed change in the Registered Office of the Company and that the employees’ interest is not adversely affected consequent to the proposed shifting;
Step 6: The Regional Director shall examine the application and put up for orders without hearing and the order either approving or rejecting the application will be passed within 15 days in all respect;
Step 7: The certified copy of order of the Regional Director, shall be filed in Form INC-28 within 30 days from the date of receipt of certified copy of the order.
Shifting of registered office from one state or union territory to another
As per Rule 30 of Companies (Incorporation) Rules 2014, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one state government or union territory to another the following steps should be followed –
Step 1: Prepare draft MOA of the Company along with necessary changes.
Step 2: Hold Board Meeting and send notice for calling General meeting.
Step 3: Convene an EGM and pass a special resolution for change of the registered office of the Company.
Step 4: File Form MGT-14 and INC-23 for approval for alteration of MOA with regards to the relocation along with following documents –
- A copy of the MOA of the Company, with proposed alterations;
- A copy of minutes of General Meeting recording votes;
- A copy of Board Resolution or Power of Attorney or the executed vakalatnama, as the case may be.
There shall be attached to the application, a list of creditors and debenture holders, which should not be older than 1 month from the date of making application, setting forth the following details as required under the act accompanied by declaration signed by the Company Secretary of the Company, if any, and not less than two directors of the Company, one of whom shall be a Managing Director, where there is one.
A Copy of application shall also be sent to the RoC, where office is currently situated at the time of shifting the Registered office. The acknowledgement of the same is to be attached with the application to RD.
Step 5: The Company is required, within 30 days before the date of filing the application in Form No. INC.23 –
(a) advertise in the Form INC-26 inviting objections in at least two newspapers (vernacular and in English) and a copy of the same shall be served on the Central Government immediately on its publication.
(b) Serve, by registered post with acknowledgment due, individual notice, to the effect set out in clause (a) on each debenture-holder and creditor of the Company; and
(c) serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the SEBI, in the case of listed companies and to the regulatory body, if the Company is regulated under any special Act or law for the time being in force.
Step 6: Where no objection has been received from any person in response to the advertisement, the application may be put up for orders without hearing and the order either approving or rejecting the application will be passed within 15 days of the receipt of the application.
Step 7: Where an objection has been received:
- consensus reached –
the Central Government shall hold a hearing or hearings, and direct the Company to file an affidavit to record the consensus reached at the hearing, and shall pass an order approving the shifting, within 60 days of filing the application.
- no consensus is reached at hearing –
the hearings the Company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within 60 days of the filing of application.
Step 8: On completion of such inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, shifting of registered office shall be allowed.
Note: Shifting of 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.
Difference between Corporate Office and Registered Office
Registered office acts as a Company’s official address thus only statutory mails are delivered to the registered office. The place of registered office and the place of incorporation should be same.
Corporate office is the place from where the Company operate its business. It can be situated in any part of the world.