As per section 12 of the Companies Act 2013, a company is to have an official registered office from the fifteenth day of its incorporation to be able to receive and acknowledge all communication and notices that are addressed to it. Further, the verification of the registered office must be furnished to the Registrar within a period of 30 days of company incorporation.
It is mostly observed that the registered office of the company is situated where most of the stakeholders reside. However, for the better management and development of the company the registered office is shifted from one state to another. In this article, we are trying to explain step by step procedure for change in registered office of the company that will help the readers to have a clear view.
As per Section 12 and 13 of Companies Act, 2013 and Companies (Incorporation) Rules, 2014 states the law and procedure regarding the change in registered office of the company from one state to another state.
Procedure for Change in Registered Office from one state to another
The provisions and procedures relating to shifting of Registered Office (RO) from one state to another state are as follows:
Hold a Board Meeting to consider the following points:-
a. To consider the proposal for shifting of registered office of the company from one state to another.
b. To authorize a Company Secretary or Director to pass an application to the Regional Director to alter the clauses the Memorandum of Association (MoA) within whose jurisdiction the registered office of the company (before the change) is situated.
To obtain the approval of the shareholders by passing a special resolution for shifting of registered office of the company from one state to another.
Post the approval of the shareholders, file a certified copy of the special resolution along with the explanatory statement and an altered copy of MOA within 30 days of the passing of Special Resolution in e-form MGT-14 with the concerned RoC. The documents to be attached along with the application in E-form MGT -14 are mentioned below.
a. A copy of a special resolution along with the copy of the explanatory statement under Section 102 of Companies Act, 2013.
b. A copy of Altered MoA (Memorandum of Association)
c. A copy of Extra-Ordinary General Meeting (EGM).
The company shall at least 14 days before the date of hearing –
-Advertise in the Form INC 26, at least one vernacular newspaper in the principal vernacular language in the district and in the English language in an English newspaper with the widest circulation in the state in which the registered office of the company is situated.
– Serve, by registered post with acknowledgment due, individual notice(s), on each debenture holder and creditor; and
– Serve, by registered post with acknowledgment due, a notice together with the copy of an application to the Registrar & SEBWhere any objection of any person whose interest is likely to be affected by the proposed application has been received by the applicant, it shall serve a copy thereof to CG (Central Government) on or before the date of hearing.
Where no objection has been received from any of the parties, the application may be put on orders without hearing. CG (Central Government) shall ensure that consent has been obtained from the creditors & debenture holders for the alteration or claim have been discharged or have determined or have been secured.
File with RD (Regional Director) an order in e-form INC 28 with the concerned RoC within 30 days of confirmation of shifting by the Central Government (CG).
File e-form INC 22 with the concerned RoC within 15 days of confirmation of shifting by Central Government.
Documents required with respect to RO Change
The documents for verification (depending on the ownership status) of the registered office are mentioned below.
In case the registered office owned by the company itself, the conveyance deed of the property in the name of the company is required.
In case the registered office is taken on lease/rent by the company, the lease deed or the Rent agreement and rent receipts (in case of rental) is required. The rent receipt cannot be older than one month.
In case the office is owned by the director or any other persons and the premises are not on lease by the company, the company needs to attach proof that the company is permitted to use the place as its registered office. This may be in the form of a ‘No Objection Certificate’ from the owner.
Copies of the utility bills mentioned below need to be attached in all the above cases. These bills should bear the name of the company along with the address that is to be used as the registered address of the company. These should not be more than 2 months old.
Mobile phone bill
All in all lot of changes have been brought in the procedure of change in registered office of the company from one state to another.
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