Change in Business

Shifting of Registered Office of the Company

Every Company is required to have its registered office within 30 days once the Company is registered with the Ministry of Corporate Affairs. However, depending upon the nature of the business or in due course, the shifting of Registered Office of the Company might change and with respect to that, it is necessary to intimate the Registrar of Companies accordingly.

What is the reason applicable for change in the Registered Office of the Company?

There are many reasons where the requirement of change in Registered Office required:

• If the Registered Office is on rent and Lease period has been expired which cannot be renewed further.
• Acquisition of the Company.
• The Company is planning to expand the business and required huge manpower for the same.
• The Company has sufficient funds to purchase its property.
• By shifting at a particular place will be advantageous for the Company for better administrative, convenience, effective and smooth running of the business.

Types of changes of Registered Office

The registered office address will fall accordingly depending upon the location of the new registered office address and the categorization can be done accordingly:

1. Shifting of Registered Office within local limits of city town or village.
2. Shifting of Registered Office within the same state but outside the local limit of city town or village within the same Registrar of Companies.
3. Shifting of Registered Office within the same state but from one Registrar of Companies to another Registrar of Companies.
4. Shifting of Registered Office from one state to another State.

Now, let’s understand step by step procedure as mentioned under the Companies Act, 2013 regarding the change of Registered Office address

1. Shifting of Registered Office within local limits of city town or village

If there is a change in the registered office of the Company within the local limits of a city town or village it needs to be intimated to the Registrar of Companies and the following procedure need to be followed:

• Call the Board Meeting and pass the resolution for the same.
• File Form INC-22 with the Registrar of Companies within 15 days from the date of passing of the resolution.

Attachments:

• Proof of Registered Office of the Company (Conveyance/Lease Deed/Rent Agreement).
• Copy of utility bill (not older than 2 months).
• NOC from the owner to use the premises.

2. Shifting of Registered Office within the same State but outside the Local Limit of a city town or village

If the Company wants to shift the Registered Office from One city to another but within the same state it shall require to follow the certain procedure as prescribed by the Act:

• Hold the Board Meeting and fix the day, date, time and venue to convene the Extra Ordinary General Meeting.
• Hold the Extra Ordinary General Meeting of the Company and pass the Special Resolution for the same.
• File the form MGT-14 with the Registrar of Companies within 30 days from the date of passing of the resolution.

Attachments

Form MGT-14

• A certified true copy of the special resolution.

• File Form INC-22 with the Registrar of Companies within 15 days of passing of the resolution.

Form INC-22

• Proof of Registered Office of the Company (Conveyance/Lease Deed/Rent Agreement).
• Copy of utility bill (not older than 2 months).
• NOC from the owner to use the premises.
• Special Resolution.

3. Shifting of Registered Office within the same state but from one Registrar of Companies to another Registrar of Companies

If the Company wants to shift the registered office from one Registrar of Companies to another but within the same state then the Company needs to follow the procedure as per the Companies Act, 2013^[1].

• Hold the Board Meeting and fix day, date time and venue of the Extra Ordinary General Meeting.
• Convene the Extra Ordinary General Meeting and Pass the special resolution for the alteration of Memorandum of Association and Shifting of Registered Office.
• Publish Newspaper Advertisement one in daily English Newspaper and One in vernacular Newspaper where the registered office of the Company is situated.
• File form MGT-14 with the Registrar of Companies within 30 days from the date of passing of Resolution.

Also, Read: Shifting of Registered Office of the Company From one State to Another.

Attachments:

• A certified true copy of the Resolution passed in the Extra Ordinary General Meeting

The Company shall make the application to Regional Director after the expiry of 30 days of publishing newspaper advertisement and shall file form INC-23.

Application to RD in Form INC-23

The Company shall not less than one month before filing any application with the Regional Director for change in Registered Office:

1. Publish a notice at least once in a daily newspaper published in English and in the principal language of that district in which the Registered Office of the Company is situated.
2. Serve the Individual notice on each debenture holder, depositor, creditor of the Company, indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration in Memorandum of Association may intimate his nature of interest and ground of opposition to the Regional Director within 21 days of the date of publication of that notice.

If no objection is received by the Regional Director within 21 days it will be deemed consent for shifting of Registered Office.

Attachments:

• Certified True Copy of the Notice of EGM
• A certified true copy of the resolution passed at the EGM
• Minutes of EGM
• Copy of Newspaper Advertisement
• Copy of altered Memorandum of Association.
• An affidavit verifying the application
• The list of creditors and debenture holders entitled to the objections
• Declaration from the Key Managerial Personnel and any two Directors that the Company has not defaulted in payments of due to its workmen
• Any other Document as required, if any

The confirmation by Regional Director shall be communicated within 30 days from the date of receipt of the application by the Regional Director to the Company.

The Company shall file the Form INC-28 with the Registrar of Companies within 30 days from the day of order of Regional Director to Registrar of Companies.

Thereafter file the Form INC-22 with the Registrar of Companies within 15 days of the order of Regional Director along with the following documents;

• Proof of Registered Office address (Conveyance/Lease Deed/Rent Agreement).
• Copies of the Utility bill (not older than 2 months).
• NOC from the owner to use the premises.

4. Shifting of Registered Office from one state to another State

If the Company want to shift the Registered Office from one state to another then the as per procedure prescribed by the Companies Act, 2013 need to follow as mentioned below:

• Hold the Board Meeting and fix the date, day, time and venue for holding the Extra Ordinary General Meeting.
• Convene the Extra Ordinary General Meeting and pass the special resolution for the same.
• Pass the Special Resolution for the alteration of the Memorandum of Association
• Publish a notice in the newspaper.
• File the Form MGT-14 within 30days from the date of passing of the special resolution.

Attachment:

• Copy of the Special Resolution
• Alteration of Memorandum of Association
• Alteration of Article of Association.

The Company shall not less than one month before filing any application with the Regional Director for change in Registered Office

1. Publish a notice at least once in a daily newspaper published in English and in the principal language of that district in which the Registered Office of the Company is situated.
2. Serve the Individual notice on each debenture holder, depositor, creditor of the Company, indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration in Memorandum of Association may intimate his nature of interest and ground of opposition to the Regional Director within 21 days of the date of publication of that notice.

If no objection is received by the Regional Director within 21 days it will be deemed consent for shifting of Registered Office.

Attachments:

• Certified True Copy of the Notice of EGM
• A certified true copy of the resolution passed at the EGM
• Minutes of EGM
• Copy of Newspaper Advertisement
• Copy of altered Memorandum of Association
• Minutes of the Extra Ordinary General Meeting
• An affidavit verifying the application
• The list of creditors and debenture holders entitled to the objections
• Declaration from the Key Managerial Personnel and any two Directors that the Company has not defaulted in payments of due to its workmen
• Any other Document as required, if any

The confirmation by Regional Director shall be communicated within 30 days from the date of receipt of the application by the Regional Director to the Company.

The Company shall file the Form INC-28 with the Registrar of Companies within 30 days from the date of confirmation

Thereafter file the Form INC-22 with the Registrar of Companies within 15 days of a change of Registered Office along with the following documents;

• Proof of Registered Office address (Conveyance/Lease Deed/Rent Agreement).
• Copies of the Utility bill (not older than 2 months).
• NOC from the owner to use the premises.

Conclusion

Hence, it will depend upon the new registered office of the Company and accordingly, the categorization will be decided whether the new registered office decided by the Company is within the limit or outside the limit or within the state but from one Registrar to another Registrar or from one state to another state. According to the categorization it needs to follow the procedure as prescribed under the Companies Act, 2013.

See Our Recommendation: Change in Registered Office of a Private Limited Company.