Detailed Procedure for Change in Registered Office of CompanyThis article will explain all the formalities with respect to the change in registered office like notices required , approvals sought , resolutions to be passed and any other compliance required under the Act.
Provision with respect to change in registered office under the Law
The Companies (Incorporation) Rules 2014 prescribe Rule 25 and Rule 27 for dealing with change in registered office of the company.These rules require that there should be verification of the office and notice to that effect along with necessary approvals and resolutions passed to give effect to change in registered office.
The Rules only differentiates the change in registered office in three ways
Category 1 - Where the change in registered office is within same state and with same ROC
Category 2- Where the change in registered office is within same state but with different ROC
Category 3- Where the change in registered office is in different state
We will focus on Rule 25 and Rule 27 as the formalities are similar except for some additional formalities for category 2 and 3 above.
Rule 25 and Rule 27 – Catgory 1, 2 and 3
They require that the place of registered office shall be verified through Form no INC 22 along with prescribed fees and some other documents as follows
1) Registered evidence of the title of new place of registered office in the name of the company (like conveyance deed) or notarized copy of rent or lease agreement bearing name of company and rent receipts not older than a month
2) Authorization from the owner or the occupant along for evidencing permission to use the premises as registered office and NOC ( No Objection Certificate).
3) Any facility bills like electricity bills ,telephone bills etc. evidencing the name of owner along with address of the premises, not older than two months
4) Resolution passed for authorizing the director for authorizing him to sign and submit the Form INC 22
5) Special Resolution to be passed f the registered office is to be shifted to a place which is outside of town , village or city where it was previously located.
Rule 27 requires that notice should be served along with Form INC 22 along with verification of registered place along with prescribed fees and prescribed documents as mentioned above.
Additional formalities for category 2 and 3
Category 2 and category 3 situations need some more documents and evidences to be submitted along with documents prescribed as per Rule 25 and 27 above.Lets learn more about them
- Category 2
Filing of INC 23
Where the change in registered office of the company is within same state but with different ROC (Registrar of Companies), the Company is required to obtain approval from RD (Regional Director) in Form INC 23 .The company is required to file RD confirmation with ROC within 60 days from the date of confirmation by RD.
In response , the Registrar is required to confirm the change in registered office of the company within 30 days from date of filing of confirmation from RD.
- Category 3
Amendment of MOA
First of all , the company wishing to shift registered office outside the state from the state where its is currently located, needs to amend its MOA (Memorandum of Association) by passing a special resolution to the effect. This special resolution is required to be filed in Form MGT 14 to ROC within 30 days from passing of resolution.
Approval of CG (Central Government)
The company is required to obtain CG approval in Form INC 23, where application for approval should be presented along with following documents
1) Memorandum Of Association (MOA) copy
2) Articles of Association (AA) copy
3) Copy of notice to the effect
4) Copy of special resolution for alteration of MOA
5) Copy of minutes of the meeting where such special resolution was passed
6) Affidavit for verification of application
7) Debeture holders list
8) Creditors list and affidavit for verification
9) Document evidencing the payment of fees for application
10) Copy of Power of Attorney (POA) or copy of board resolution authorizing the director to act as signatory for application
Action on the application
Once the above documents are filed with CG , it shall satisfy as to consent has been given by the creditors , debenture holders and other stakeholders as required.Then it shall proceed to dispose off the application within a period of 60 days. Such Approval of CG (Central Government) to be filed with Registrars of both the states i.e. at old registered office state and at current registered office state.
After completion of all these formalities and upon satisfaction of Registrar of Companies at state where the new registered office is situated , registrar shall issue Certificate of Incorporation with change in registered office address.
CONCLUSIONChange in registered office of the company office seems an easy but time taking procedure.However everything has been based on online filing,so complying with all the formalities required under the Act are at fingertips of the company.