SHIFTING OF REGISTERED OFFICE
{Section 12 and 13 of the Companies Act, 2013 and Rule 25, 26, 27, 28,
30 & 31 of Companies (Incorporation) rules, 2014}
{Power of Central Government
under section 13 of the Companies Act, 2013 delegated to the Regional Director
vides notification dated 19th December, 2016}
INTRODUCTION
Every Company is required
to have an office for its business at the time of incorporation of the Company
for receiving and acknowledging all communication & notices as may be
addressed to it that is called ‘Registered
Office’.
But if a company does not
have registered office address at the time of incorporation then within 15 days
of its incorporation the company shall have to arrange its office as registered
office and for the same, the company shall furnish to the Registrar
verification of its registered office within a period of 30 days of its incorporation in e-form
INC-22 along with the fees and with the following attachments:
1. the
registered document of the title of the premises of the registered office in
the name of the company; or
2. the
notarized copy of lease or rent agreement in the name of the company along with
a copy of rent paid receipt not older than one month; or
3. the
proof of evidence of any utility service like telephone, gas, electricity, etc.
depicting the address of the premises in the name of the owner or document, as
the case may be, which is not older than two months, and
4. The
authorization / NOC from the owner or authorized occupant of the premises along
with proof of ownership or occupancy authorization, to use the premises by the
company as its registered office.
NOTE: Comply with the law applicable to the
company including listing agreement and published on the website of the
company, if any.
COMPLIANCES AFTER INFORMING THE DETAILS OF REGISTERED OFFICE TO THE
REGISTRAR
Every company shall:
a. Paint
or affix its name and the address of its registered office and keep the same
painted or affixed on the outside of every office or place in which its
business is carried on.
b. get
its name, address of its registered office and the Corporate Identity Number
(CIN) along with telephone number, fax number, if any, e-mail and website
addresses, if any, printed in all its business letters, billheads, letter
papers and in all its notices and other official publications.
c. Every company which has a website for conducting
online business or otherwise, shall disclose/publish its name, address of its
registered office, the Corporate Identity Number (CIN), Telephone number, fax
number if any, email and the name of the person who may be contacted in case of
any queries or grievances on the landing/home page of the said website.
CHANGE OF SITUATION OF THE REGISTERED OFFICE
Every change of the
situation of the registered office shall be given to the Registrar within 15 days of the change and the
Registrar shall record the same.
CHANGE OF SITUATION OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS OF THE
CITY, TOWN OR VILLAGE
In case of change in
situation of registered office within the local limits of the city, town or
village, Moa of the Company will not change.
For example if the registered office of the company is in NCT of Delhi
and if you shift the registered office from Preet Vihar, New Delhi to Lajpat
Nagar, Delhi then State is same i.e. Delhi. So there will be no change in the
MOA of the Company as the state is same.
The Board of Directors of
the company can decide to shift the registered office of the company within the
local limits of the city, town or village without the permission of
shareholders or any other authority. But intimation of change shall be given to
the Registrar within 15 days of the change in e-form INC-22 along with the
prescribed fee with the following documents:
1. Board
Resolution for approval of shifting of registered office, and
2. the
registered document of the title of the premises of the registered office in
the name of the company; or
3. the
notarized copy of lease or rent agreement in the name of the company along with
a copy of rent paid receipt not older than one month; or
4. the
proof of evidence of any utility service like telephone, gas, electricity, etc.
depicting the address of the premises in the name of the owner or document, as
the case may be, which is not older than two months, and
5. The
authorization / NOC from the owner or authorized occupant of the premises along
with proof of ownership or occupancy authorization, to use the premises by the
company as its registered office.
NOTE: Comply with the law applicable to the
company including listing agreement and published on the website of the
company, if any.
CHANGE OF SITUATION OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF
THE CITY, TOWN OR VILLAGE BUT WITHIN THE SAME STATE:
In case of change in
situation of registered office outside the local limits of the city, town or
village but within the same state, Moa of the Company will not alter but here
shareholders approval by way of passing special resolution is needed.
For example if the registered office of the company is in the state of
Uttar Pradesh and if you shift the registered office from Lucknow, UP to Noida,
UP then State is same i.e. UP. So there will be no alteration in the MOA of the
Company as the state is same.
The Board of Directors of
the company can decide to shift the registered office of the company outside the
local limits of the city, town or village but within the same state and take
the approval of shareholders by way of special resolution but no other permission
is needed from any other authority.
The certified true copy of
special resolution with the Explanatory statement shall be filed in the e-form
MGT-14 within 30 days of passing the same to the Registrar.
And intimation of change
of registered office shall be given to the Registrar within 15 days of the
change in e-form INC-22 along with the prescribed fee with the following
documents:
1. Copy
of Board Resolution and Special Resolution for approval of shifting of
registered office, and
2. the
registered document of the title of the premises of the registered office in
the name of the company; or
3. the
notarized copy of lease or rent agreement in the name of the company along with
a copy of rent paid receipt not older than one month; or
4. the
proof of evidence of any utility service like telephone, gas, electricity, etc.
depicting the address of the premises in the name of the owner or document, as
the case may be, which is not older than two months, and
5. The
authorization / NOC from the owner or authorized occupant of the premises along
with proof of ownership or occupancy authorization, to use the premises by the
company as its registered office.
NOTE: Comply with the law applicable to the
company including listing agreement and published on the website of the
company, if any.
CHANGE
IN SITUATION OF REGISTERED OFFICE WITHIN THE SAME STATE FROM THE JURISDICTION
OF ONE ROC TO ANOTHER ROC:
This case applicable is
applicable in 2 states – Maharashtra and Tamilnadu. Both states have 2 ROC
offices. Here, the registered office of the company is shifted from the
jurisdiction of one ROC to another ROC but within the same state. So, Company
is needed members approval by way of special resolution and Regional Directors
(RD) approval.
Name of state having 2 ROC:
1. Maharashtra:
a.
ROC Pune
having jurisdiction on the districts- Ahmednagar, Kolhapur, Pune, Ratnagiri,
Sangli, Satara, Sindhudurg and Sholapur
b.
ROC Mumbai
having jurisdiction on the remaining districts in the state.
2. Tamilnadu:
a.
ROC
Coimbatore having jurisdiction on the districts- Coimbatore, Dharmapuri,
Dindigul, Erode, Krishnagiri, Nammakkal, Nilgiris, Salem
b.
ROC Chennai
having jurisdiction on the remaining districts in the state.
Here also MOA of the
Company will not alter because state is same.
For example if the registered office of the company is in the state of Maharashtra
and if you shift the registered office from Pune to Mumbai then State is same
i.e. Maharashtra but city has been changed and ROC also. But there will be no
alteration in the MOA of the Company as the state is same.
Please note that the shifting of registered office shall not be allowed
if any inquiry, inspection or investigation has been initiated against the
company or any prosecution is pending against the company under the Act. But
after completion of such inquiry, inspection, investigation as a consequence of
which no prosecution is envisaged or no prosecution is pending, shifting of
registered office shall be allowed.
STEPS:
1. Pass Board
resolution for approval to shift registered office and also appoint a
professional for representation on behalf of the company.
2. Conduct
General Meeting and pass Special resolution for approval for shifting
registered office.
3. File
e-form MGT-14 to ROC within 30 days of passing Special Resolution along with:
a. Special
Resolution along with Explanatory statement
b. Notice
of General Meeting
4. At
least one month before filing an application to Regional Directors, Company
shall publish a notice/advertisement in daily News paper published in English
and in the principal language of that district in the which the registered
office of the company currently situated and circulating in that district.
5. At
least one month before filing an application to Regional Directors, serve
individual notice clearly indicating the matter of application to each debenture
holder, depositor and creditor of the company and stating that whose interest
in likely to be affected by the proposed shifting of registered office may
intimate his nature of interest and grounds of opposition to the Regional
Director with a copy to the company within 21 days of the date of publication
of notice.
6. If no
objection is received by the RD within 21 days from the date of service or
publication of the notice, the person concerned shall be deemed to have given
his/her consent to the change of registered office proposed in the application.
7. Before
filing e-form INC-23, file e-form GNL-2 for intimation to ROC with all the docs/annexure
that will be filed in e-form INC-23.
8. Courier
the all the docs (that will be filed to RD in e-form INC-23) with Chief
Secretary of the State and also to the concerned regulator, if any.
9. File
e-form INC-23 for application to Regional Director (RD) along with:
a. AOA
& MOA
b. Notice
of General Meeting with explanatory statement
c. Certified
True copy of Special Resolution with explanatory statement
d. Certified
true copy of Minutes of General Meeting
e. Proof
of Service of the Application to the ROC, Chief Secretary of the State, SEBI or
any other regulatory authority, if applicable.
f. Petition
or application with the Rs. 10/- court fees.
g. Affidavit
verifying the petition
h. Affidavit
disclosing or correctness of the Advertisement
i.
List of shareholders, Creditors,
depositors and debenture holders (Not more than 30 days old)
j.
An affidavit verifying the list of Creditors,
depositors and debenture holders and amounts due to them.
k. A
copy of Board resolution or Power of Attorney or the executed Vakalatnama.
l.
Copy of Newspaper advertisement
m. The
nature and respective amounts due to debenture holders, creditors and
depositors in respect of debts, claims or liabilities.
n. No
objection from creditors, debenture holders and depositors, if received any.
o. A
copy of the No objection Certificate from the RBI where the applicant is a
registered Non-Banking Financial Company.
p. Affidavit
by the Company signed by the Company Secretary of the company, if any and not
less than 2 Directors of the company, one of whom shall be MD, if any in
regards to the correctness of list of creditors and affairs of the company.
q. Affidavit
from directors of the company that no employee shall be retrenched as a
consequence of change of registered office.
r.
Copy of objection, if received.
s. Latest
Financial statements with the relevant annexure and Auditor’s report thereon
t.
Auditors certificate for the correctness
of the amount of Creditors, Depositors or Debenture holders.
u. Others,
if any.
10. Keep
ready the file with all the docs Submitted with RD in e-form INC-23 for the
hearing.
11. The
confirmation of the application filed to RD shall be communicated within a
period of 30 days from the date of filing the application by the RD to the
Company.
12. File
e-form INC-28 - the order of RD within 60 days of confirmation/order of RD.
13. After
filing the order of RD, File e-form INC-22 for notice of change of registered
office of the company within 15 days of approval of INC-28 along with:
a. Copy
of Board Resolution and Special Resolution for approval of shifting of
registered office, and
b. the
registered document of the title of the premises of the registered office in
the name of the company; or
c. the
notarized copy of lease or rent agreement in the name of the company along with
a copy of rent paid receipt not older than one month; or
d. the
proof of evidence of any utility service like telephone, gas, electricity, etc.
depicting the address of the premises in the name of the owner or document, as
the case may be, which is not older than two months, and
e. The
authorization / NOC from the owner or authorized occupant of the premises along
with proof of ownership or occupancy authorization, to use the premises by the
company as its registered office, and
f. Order
of RD
14. The
confirmation of the shifting of registered office shall be given by ROC within
30 days of filing e-form INC-22 to the Company.
15. The
certificate shall be conclusive evidence that all the requirements of CA, 2013
with respect to change of registered office in pursuance of the section 12 of
the CA, 2013 have been complied with and the change shall take effect from the
date of the certificate.
NOTE: Comply with the law applicable to the
company including listing agreement and published on the website of the
company, if any.
CHANGE
IN SITUATION OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE:
In this case, the
registered office of the company is shifted from the jurisdiction of one state
to another state. MOA of the Company will alter here (Clause II of MOA).
For example if the registered office of the company is shifted from the
jurisdiction of the NCT of Delhi to jurisdiction of Mumbai.
Please note that the shifting of registered office shall not be allowed
if any inquiry, inspection or investigation has been initiated against the
company or any prosecution is pending against the company under the Act. But
after completion of such inquiry, inspection, investigation as a consequence of
which no prosecution is envisaged or no prosecution is pending, shifting of
registered office shall be allowed.
STEPS:
1. Pass Board
resolution for approval to shift registered office and also appoint a
professional for representation on behalf of the company.
2. Conduct
General Meeting and pass Special resolution for approval for shifting
registered office.
3. File
e-form MGT-14 to ROC within 30 days of passing Special Resolution along with:
a. Special
Resolution along with Explanatory statement
b. Notice
of General Meeting
c. Altered
MOA of the Company
4. At
least 14 days before the date of hearing (Preferably One month before the date
of filing e-form INC-23), Company shall publish a notice/advertisement in form
INC-26 in daily News paper published in English and in the principal language
of that district in the which the registered office of the company currently
situated and circulating in that district.
5. At
least 14 days before the date of hearing (Preferably One month before the date
of filing e-form INC-23), serve individual notice clearly indicating the matter
of application to each debenture holder, depositor and creditor of the company
and stating that whose interest in likely to be affected by the proposed
shifting of registered office may intimate his nature of interest and grounds
of opposition to the Regional Director with a copy to the company before the
date of hearing.
6. Where
no objection has been received from any of the parties, who have been duly
served, the application may be put up orders without hearing.
7. Before
filing e-form INC-23, file e-form GNL-2 for intimation to ROC with all the docs/annexure
that will be filed in e-form INC-23.
8. Courier
the all the docs (that will be filed to RD in e-form INC-23) with Chief
Secretary of the State and also to the concerned regulator, if any.
9. File
e-form INC-23 for application to Regional Director (RD) along with:
a. AOA
& MOA
b. Notice
of General Meeting with explanatory statement
c. Certified
True copy of Special Resolution with explanatory statement
d. Certified
true copy of Minutes of General Meeting
e. Proof
of Service of the Application to the ROC, Chief Secretary of the State, SEBI or
any other regulatory authority, if applicable.
f. Petition
or application with the Rs. 10/- court fees.
g. Affidavit
verifying the petition
h. Affidavit
disclosing or correctness of the Advertisement
i.
List of shareholders, Creditors,
depositors and debenture holders (Not more than 30 days old)
j.
An affidavit verifying the list of
Creditors, depositors and debenture holders and amounts due to them.
k. A
copy of Board resolution or Power of Attorney or the executed Vakalatnama.
l.
Copy of Newspaper advertisement
m. The
nature and respective amounts due to debenture holders, creditors and
depositors in respect of debts, claims or liabilities.
n. No
objection from creditors, debenture holders and depositors, if received any.
o. A
copy of the No objection Certificate from the RBI where the applicant is a
registered Non-Banking Financial Company.
p. Affidavit
by the Company signed by the Company Secretary of the company, if any and not
less than 2 Directors of the company, one of whom shall be MD, if any in
regards to the correctness of list of creditors and affairs of the company.
q. Affidavit
from directors of the company that no employee shall be retrenched as a
consequence of change of registered office.
r.
Copy of objection, if received.
s. Latest
Financial statements with the relevant annexure and Auditor’s report thereon
t.
Auditors certificate for the correctness
of the amount of Creditors, Depositors or Debenture holders.
u. Others,
if any.
10. Keep
ready the file with all the docs Submitted with RD in e-form INC-23 for the
hearing.
11. Before
confirming the alteration, the RD shall ensure that, with respect to every
creditors and debenture holder who, in the opinion of the RD, is entitled to object
to the alteration, and who signifies his objection in the manner directed by
the RD, either his consent to the alteration has been obtained or his debt or
claim has been discharged or has determined, or has been secured to the
satisfaction of the RD.
12. The
RD may make an order confirming the alteration on such terms and conditions, if
any, as it thinks fit, and may make such order as to costs as it thinks proper.
13. File
e-form INC-28 - the order of RD within 30 days of confirmation/order of RD.
14. After
filing the order of RD, File e-form INC-22 for notice of change of registered
office of the company within 15 days of approval of INC-28 along with:
a. Copy
of Board Resolution and Special Resolution for approval of shifting of
registered office, and
b. the
registered document of the title of the premises of the registered office in
the name of the company; or
c. the
notarized copy of lease or rent agreement in the name of the company along with
a copy of rent paid receipt not older than one month; or
d. the
proof of evidence of any utility service like telephone, gas, electricity, etc.
depicting the address of the premises in the name of the owner or document, as
the case may be, which is not older than two months, and
e. The
authorization / NOC from the owner or authorized occupant of the premises along
with proof of ownership or occupancy authorization, to use the premises by the
company as its registered office, and
f. Order
of RD
15. The
confirmation of the shifting of registered office shall be given by ROC within
30 days of filing e-form INC-22 to the Company.
16. The
certificate shall be conclusive evidence that all the requirements of CA, 2013
with respect to change of registered office in pursuance of the section 12 of
the CA, 2013 have been complied with and the change shall take effect from the
date of the certificate.
NOTE: Comply with the law applicable to the
company including listing agreement and published on the website of the
company, if any.
Contact Details:
VISHAL SHARMA
Company Secretary
Mob: 9716763754
Email: csvishalpbs@gmail.com
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Disclaimer: The Content is prepared on the basis of our general understanding and on the basis of relevant provision of Companies Act, 2013 read with rules made there under. The whole content is only for the knowledge sharing purpose, we do not take any responsibility for the correctness of the same.
Disclaimer: The Content is prepared on the basis of our general understanding and on the basis of relevant provision of Companies Act, 2013 read with rules made there under. The whole content is only for the knowledge sharing purpose, we do not take any responsibility for the correctness of the same.
Earlier an application for vhange of Address with documents supporting it were filed.
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