Every Company which is incorporated under Companies Act,2013 or any erstwhile Act have a registered address known as registered office of the Company. On basis of its registered office, jurisdiction of Company is decided and accordingly companies get registered under respective registrar situated at various states.
Under Ministry of Corporate Affairs, Registrars of Companies (ROC) covering the various States and Union Territories are vested with responsibility to ensure that such companies and LLPs registered under respective states comply with statutory requirements under the Act.
There are 24 Registrar of Companies (ROC) situated at various states of India. Generally, each state or cluster of some state has one ROC like one ROC in the state of Uttar Pradesh situated at Kanpur, ROC in the state of West Bengal situated at Kolkata.
However, there is an exception, in the state of Maharashtra and Tamil Nadu there are two ROC.
Maharashtra: ROC Mumbai and ROC Pune
Tamilnadu: ROC Chennai and ROC Coimbatore
When any Company shifts at above given states it is necessary to check whether the shift will result in change in ROC or not.
In case of change in ROC, Companies has to follow different process when compared to the process of change in local limits or outside local limits.
This article summarises the concept and process of shift in registered office from one place to another that effect change in the Registrar.
Section 12 of Companies Act, 2013 deals in length regarding the timelines and other provisions which require compliance by the Company. Section 12(5) states that no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.
Section 13 of Companies Act, 2013 deals with the alteration of the memorandum of association relating to the place of the registered office.
Rule 27 of the Companies (Incorporation) Rules, 2014 deals with notice and verification of change of situation of the registered office.
Rule 28 of the Companies (Incorporation) Rules, 2014 prescribes provision of shift in registered office of the Company within the same state.
Process to shift registered office of the Company
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 from jurisdiction of one ROC to another.
Below given is a summarised procedure for changing registered office 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 after assent of the board members and call for a general meeting for approval of members:
- to approve the shift in registered office from jurisdiction of one ROC to another
- to approve alteration in situation clause of Memorandum of Association
- to authorise any director or any authorised person 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 approval of members intimation to be 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. Application to be submitted with relevant documents like board, special resolutions, various declaration by KMP and Directors etc.
- File an application to the Regional Director in E-Form INC-23 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.
- After scrutinising the form, the Regional Director will examine the application and the application may be put up for orders without hearing and the order either approving or rejecting shall be passed within fifteen days of the receipt of application complete in all respects.
- Post-approval from the Regional Director, Company shall file the order in E-Form INC-28 within thirty days from the date of receipt of certified copy of the order.
- After filing of form INC-28, E Form INC-22 to be filed for intimation to the registrar regarding shift in the registered office.
Points to remember
- As per section 12 of the 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.
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.
- 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.
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