Overview

Every Company registered under Indian Companies Act must have an official address which is recorded with Ministry of Corporate Affairs as Registered Office of the Company. However corporates can change their registered address if the need so arises like Increase in rent of existing office, shifting to bigger premise for expansion, expanding business to other state etc.

Type of Changes in Registered office

1. Change within local limit of city, town or village

2. Change outside local limit of city, town or village within same ROC and State.

3. Change in ROC within the same state

4. Change in state within jurisdiction of same ROC

5. Change in state outside the jurisdiction of existing ROC

Essentials Points

1. The process to change registered office of the Company varies with the different kind of shifts.

2. Change in registered office within local limit is an easy process which requires approval of Board of Directors and filing E-form INC-22 with Registrar of Companies.

3. Change in registered office outside local limit requires approval of Board of Directors as well as shareholders and filing MGT 14 and E-form INC-22 with Registrar of Companies.

4. To change the ROC within same state the Company is required to seek approval of Board and Members and Regional Director, intimation is also given to the Chief Secretary of the state regarding the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting. E form MGT-14, INC-23, INC-28 and INC-22 are filed in this case.

5. To effect the change in registered office from one state to another the Company should conduct general meeting for assent of shareholders of the Company, newspaper publication is required for general intimation to public to avoid any conflict in interest with the proposed shifting. Further application to be submitted to the Chief Secretary of the State and Regional Director with relevant documents . For change in registered office from one state to another E form MGT 14, INC-23, INC-28 and INC-22 are filed.

What is included in this

1. Preparation of documents;
2. Filing of E- form
3. ROC Approval
4. Publication of newspaper, if required
5. Laisioning with department;
6. 24/7 help to assist you;

FAQ’s

1. What legal provisions governs change in registered office?

Section 12 of Companies Act, 2013 deals in length regarding the timelines and other provisions regarding registered office.

Section 12(5) states that except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed—

In the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company;

Section 13(4) states that the alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed.

Rule 27 of the Companies (Incorporation) Rules, 2014 deals with notice and verification of change of situation of the registered office.

Rule 30 of the Companies (Incorporation) Rules, 2014 specifies shifting of registered

office from one state or union territory to another state

2. What is change in local limits?

Companies Act,2013 does not define what is local limit. However, one clarification is available which was issued by Department of Company Affairs on interpretations on various section of Companies Act, 1956

In view of this the expression local limits should be taken to mean both the local body limit and the postal limits and where the two do not coincide, the wider of two. Thus, local limit can be defined with pin code. The first digit indicates one of the regions. The second digit indicates the sub region or one of the postal circles (States). The third digit indicates a sorting / revenue district. The last 3 digits refer to the delivery Post Office.

Thus, change in last 3 digits will show whether shift of registered office is within local limits or not.

1. What are post approval compliances for change in Registered office?

After getting approval from the Registrar, Company should follow below given action points:

Revise the registered address in all its business letters, billheads, letter papers and in all its notices and other official publications.

Print new set of Memorandum of Association.

New address should be displayed on the Name Plate of the Company as displayed outside the office.

Intimate the change in registered office to all banks where Company have accounts so that all communication made by Banks should be delivered at correct address.

Similarly, Company should inform all its vendor, parties, suppliers and other stakeholders regarding the shift in registered office.

Change in registered office also to be updated with government departments where Company has registered itself like Income tax authority, GST, Shop & Establishments and any other department where Company is registered.

4. What are some important aspects to keep in mind while shifting registered office?

Below given are few points to consider while shifting registered office:

As per section 12 of the Companies Act 2013 (Act), shift in Registered office from jurisdiction of one ROC to another requires consent of Members through Special Resolution and approval of Regional Director.

As per section 110 of the Act, companies having members more than two hundred are required to pass the resolution for change in place of registered office outside the local limits of any city, town or village through postal ballot.

E Form MGT-14 is to be filed prior to filing E form INC-23 as SRN of MGT-14 is to be filled in E-form INC-23.

E Form INC-28 to file prior to filing E Form INC-22 as SRN of INC-28 to be filled in E-form INC-22.