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Posted on April 27, 2021
Every business organization has a primary place to start or to run their business and this place of domicile defines the identity of your business entity. The primary or the principal place of business is named as the registered office of your business, a registered office (RO) is the place which is considered as the official place of the company and its address is recorded with the Registrar of Companies (RoC), India.
The main purposes of having a registered office are:
- To store the records of the company
- To receive all the government or legal communications or mails
- To hold all-important and annual general meetings
- The pertinence of duty as per relevant Stamp Act for embossing on memorandum and articles of association, share and official certificates etc
- Purpose of jurisdiction of the Court in a company
- To provide a place for Inspection of registers and documents as provided under the Act
According to the Companies Act, it is mandatory for all registered companies to keep the RoC informed about the address or the location of the registered office of their business. The Act requires companies to affix or hold its name, as well as the location of its Registered Office outside of its every office or location, or division where their business proceeds.
India’s Companies Amendment Act of 2017 mandates the companies to have an official Registered Office within 30 days of time from the date of commencement of operations or from its incorporation. According to this law, a company can have multiple locations to run their business, but they must hold only one Registered Office.
Now and then, a company may decide to shift its Registered Office to different place or to different city or to different state, for many reasons like to develop the business, to grow in terms of resources, may be depending on public demand, as per government policies, or for better management and so on. As per the law, the formalities and procedures to shift or to relocate the registered office may vary depending on where the company is shifting its location whether within the same city; from one city to another city of the same state; or relocating from one state to another state within the country.
Change of Registered Office (RO) from one state to another state
Section 12 and 13 of the Companies Act, 2013 and Companies (Incorporation) Rules, 2014 provide formalities and procedure followed to incorporating and changing a registered office of the company in India.
Here is the procedure to change the location of RO from one state to another state:
- Prepare the draft of MoA and AoA of the company.
- Conduct a board meeting with all directors, following the standards dictated by ICSI in SS-1 for board meetings, and obtain the notice calling for Extraordinary General Meeting (EGM) signed by all directors of the company.
- Hold an EGM for shareholders and pass the special resolution by the members for the change of the company location in Memorandum of Association (MoA). The special resolution is made by conducting a voting process and should get more than 75 per cent votes in favour of change of company location.
- Then, submit the certified copy of the resolution in form MGT-14 to the RoC with the prescribed fee within a month or 30 days of the passing of the resolution.
- Next procedure is to file the application in form INC 23 for the approval of alteration of MoA for relocating the registered office, with the federal government and with the following documents:
- An altered copy of MoA and Article of Association (AoA) of the company;
- A copy of duration or minutes of general meeting recording votes
- A notice of special resolution passed by the members for the alteration of MoA and AoA of the company
- A Copy of board resolution or power of attorney
- List of debenture and creditors of the company and their address, nature of debt, and the amount due;
- A copy of authorized letter, the board of resolution for the member who can appear in the hearings, if any; and
- An affidavit from the directors of the company that no employee shall be reduced as an effect of shifting of RO.
- The application needs to be sent to the chief secretary and registrar of the state where your company’s registered office situated.
- Next, advertise the application in any of the two newspapers stating the change proposed to be made (one in English language and another in the vernacular or official language of that state) and it has to be done 30 days prior to the hearing,
- Then, send the notice of application to all the creditors and debenture holder, registrar, chief secretary of the state, or any authorized authority who governs the company under a particular law such as Reserve Bank of India (RBI), if the company is registered under RBI, Security Exchange Bank of India (SEBI), if the company is listed or income tax department through registered post
- If any objection is raised by any member, a copy of the objection must be sent to the federal government or regional director (RD) on or before the hearing.
- If there is no objection is raised, then the RD will issue the orders without hearing. The RD may affirm the change by issuing an order with or without any rules and conditions.
- Once the order is passed, approving the relocation of the registered office, file form INC 22 with both the RoCs and all needed documents. Make note that, you should file the form INC-28 to the RoC within 30 days of the order to make the process easy and simple.
Mentioned below are the documents required to process the shifting procedure of the RO to another state:
- List of directors
- List of shareholders
- List of creditors duly certified by the company’s auditors
- Copy of incorporation certificate, MoA, and AoA
- Latest audited financial statement of the company;
- Copy of public notice published
- Rent agreement for the new proposed address of the company
- Electricity bill or any utility bill as proof of premises and a no-objection certificate (NOC) from the owner.
Shifting of registered office from one state to another state is not permitted in few cases like if the company has any inspection, inquiry or investigation broached against it or has any prosecution unfinished against the company under the Companies Act.
Change of registered office within the city
Companies shifting its RO within the local limits of the city or town can follow the same process but there is no need to get the permission of the shareholder or any other authority. However, the company should notify the change of the location to the registrar within the time period in e-form INC-22, along with all needed documents and prescribed fee.
Change of RO from one city to another city but within the same state
Companies shifting its registered office to a different location but within the same state must take approval from the shareholders of the company by conducting EGM to pass special resolutions. And not any other permission or change in the MoA are needed in this process.
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