Shifting of Registered Office: Outside local limits

A Company can shift its registered office from one place to another. It could be shift within local limits, outside local limit, one state to another or from one registrar to another registrar.

If a Company shifts from one place to another and the changed registered office is not situated within the local limits of the existing registered office, then such shift will be called as shift in registered office outside the local limit.

For example: If a Company operates in northern part of Delhi and its new registered office of the Company is situated in southern part of Delhi then such shift will be outside the local limits as the PIN code of respective registered office will be different.

The simple way to understand whether shift from one place to other is within local limit or not is to check the change in PIN code of both places. Last 3 digits of the PIN code of any place shows the jurisdiction of the place as per postal address. If last three digits of PIN code of new address is different from the previous address’s PIN code then it will be considered as shift in company registration office outside the local limit.

Provisions of Companies Act, 2013

Companies Act, 2013 (Act) permits the change in business registration office after complying rules and procedure as prescribed under the Act.

Section 12 of Companies Act, 2013 “Registered Office of Company” is wholly dedicated for the concept of the Registered office, it also covers the provisions for process to change the registered office.

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

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, 2014specifies the process through which a Company can shift its business registered office.

Below given is a summarised procedure for changing object 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 Company.

• Pass the board resolution after assent of the board members and call for a general meeting for approval of members to approve the shift in registered office outside the local limit and authorise any director or any authorised person to to sign relevant forms, certified copy of resolution and other document as may be required to give effect to this resolution.

• Dispatch notices for calling an Extra Ordinary General Meeting (EGM)/Annual General Meeting (AGM) to all the members in accordance with provisions section 101 of Companies Act,2013 read with secretarial standard 2 on General Meetings

• Accord approval of Members through Special Resolution at Extra Ordinary General Meeting (EGM)/Annual General Meeting (AGM) for change in registered office.

• File E form MGT-14 to submit special resolution with the Registrar of Companies.

• After passing special resolution, file the intimation of change to the registrar of companies within 30 days from the date of passing special 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 from the Registrar, Company can consider the revised official address as its registered office.

Points to remember

1. As per section 12 of the Act, shift in Registered office outside the local limit requires consent of Members through Special Resolution

2. 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.

3. E form MGT-14 is to be filed prior to filing E form INC-22 as SRN of MGT-14 is to be filled in E-form INC-22.

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