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14 July, 2015

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Law and Procedure relating to Shifting of Registered Office

By Mohit Jain |

The registered office clause of the Memorandum of Association explains the state and jurisdiction in which the registered office of the company is situated.

Legal Implication of Registered Office Clause

According to section 7 of the Companies Act, 2013, the address of correspondence till its registered office is established is to be provided to the respected registrar.

As per section 12(1) of Companies Act, 2013, A company shall on and from fifteenth day of its incorporation and at all the times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may addressed to it.

As per section 12(2) of Companies Act, 2013, the company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.

For the purpose of verification of the situation of the registered office or the verification of change in the registered office of the company, the Govt. has prescribed rule 25 & 27 of the Companies (Incorporation) Rules, 2014 which are reproduced for your reference:

Rule 25: Verification of registered Office

For the purpose of verification of the registered office of the company, the following documents are required depending on the ownership status of the registered office:

A)  Where the registered office is owned by the company itself:

  • Conveyance deed of the property in the name of the company.

B)  Where the registered office is taken on lease/rent by the Company:

  • Lease deed or the rent agreement.
  • Rent Receipts, shall not be older than one month.

C) Where the premise is owned by the director or any other person and the premises is not taken on lease by the Company:

  • a proof that the Company is permitted to use the address as the registered office of the Company.
  • a No Objection Certificate from the owner

In all the above cases, the company needs to attach copies of utility bills such as:

  • Telephone Bill
  • Gas Bill
  • Electricity Bill
  • Mobile
  • The bills as mentioned above should be in the name of the Company detailing the address to be used as the registered address of the company.
  • The utility bills should not be older than two months.

Rule 27: Notice and verification of change of situation of the registered office:

The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.

Shifting of Registered Office from one state to another State

As per section 13(1) of Companies Act, 2013, a company may, by a special resolution and after complying with the procedure specified in section 13, alter the provision of its memorandum.

As per section 13(4) of Companied Act, 2013, 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.

  • Procedure (In case of unlisted companies)
  • For changing the Registered office from one state to another, the company needs to amend the MOA.
  • A special resolution needs to be passed by the company for alteration in the MOA. This special resolution also needs to be filed to the ROC in Form MGT-14 within 30 days of passing the resolution.
  • For changing the Registered office from one state to another, the company needs to get the approval of the CG in form INC-23. Following documents are to be attached alongwith the application in form INC-23 for change of registered office from one state to another:
    • a copy of the memorandum and articles of association;
    • a copy of the notice convening the general meeting along with relevant Explanatory Statement;
    • a copy of the special resolution sanctioning the alteration by the members of the company;
    • a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favour or against the resolution;
    • an affidavit verifying the application;
    • the list of creditors and debenture holders entitled to object to the application;
    • an affidavit verifying the list of creditors;
    • the document relating to payment of application fee;
    • a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.
  • The Central Government shall dispose of the application for change of registered office outside the state within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company.
  • The approval of the CG shall be filed with the Registrars of both the states in which the old and the new registered office of the company are situated.
  • Registrar of the State where the registered office is being shifted to, shall register the change, and shall issue a fresh certificate of incorporation indicating the alteration.

*Here the name and address of every creditor and debenture holder is required along with the nature and respective amount due to them in respect of debts, claims or liabilities. It should be of the date preceding the date of filing of application by not more than one month.


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