Shifting of Registered Office of the Company: Within local limits

Change in Company registration office within local limits are very common these days, reason being to explore new opportunities and to avail other benefits in the nearby location where Company is already operating.

Change in business registration office from a place to another which is within the local limit of city, town or village is known as shifting of registered office address within local limits.

It is pertinent here to understand the concept of local limit, how a Company would ensure that the shift in registered office does not crosses the local limit.

What are 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 sections of Companies Act, 1956

As per Circular No. 19, dated 26-6-1972, it was clarified that as a result of rapid urbanisation, cities frequently tend to expand beyond municipal limits. 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 understood by decoding 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 three digits will show whether shift of registered business address is within local limits or not.

Companies Act, 2013 prescribes the process as to how Company can shift its registered office address from a place to another within local limits.

Process to shift registered office of the Company within local limits

Section 12 of Companies Act, 2013 and Rule 27 of the Companies (Incorporation) Rules, 2014 specifies the process through which a Company can shift its registered office.

Below given is a summarised procedure for changing registered office within local limits of the Company.

  • Any director or person authorised by the Board will dispatch a notice to call for Board Meeting.

  • Notice shall be given as per section 173 of Companies Act, 2013 read with secretarial standard 1 on Board Meetings.

  • Conduct Board Meeting to consider the shift in registered office of the Company.

  • Pass the board resolution and authorise any director or any authorised person to to sign relevant forms, certify copy of resolution and other document as may be required to give effect to this resolution.

  • After passing Board resolution, file the intimation of change to the Registrar of Companies within 30 days from the date of resolution in the E form INC-22.

  • After scrutinising the form and documents as attached to the form, the Registrar will consider the shift in registered office and accord its approval.

  • Post-approval, Company can consider the revised official address as its registered office.

Post approval Compliances

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.

  • 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.

It is pertinent to note that the above stated regulatory framework are as per Companies Act, 2013 only, If any Company is registered with other any regulatory bodies like SEBI, RBI, MSME, IRDA , Companies have to follow additional compliance as prescribed by different regulators under which Company is registered.

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