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Shifting of NBFC Company’s Registered Office and Request for Issue of Fresh Certificate of Registration

Narendra Kumar

| Updated: Oct 21, 2017 | Category: NBFC

shifting of Registered Office of NBFC

Every Company has a principal place of business known as the registered office. A registered office is the official address of a company to which all official letters and reminders are sending by any person, any government or non-government or regulatory body. The company is required to have the registered office address in India from the date of commencement of business or within fifteen days from the date of incorporation whichever is earlier.

Shifting of Registered Office of NBFC

Generally, a Company chooses the place as a registered office where most of the stakeholders reside for their convenience. However such registered office needs to be shifted to another place for better management of the company.

Ways of shifting of Registered Office of NBFC

There are four ways of shifting the Registered Office of NBFC:

  • Case 1:

Shifting of the registered office to a place in the same city, town or village.

  • Case 2:

Shifting of the registered office to a place outside the local limit of the existing place but within the same state under the jurisdiction of the same Registrar of Company.

  • Case 3:

Shifting of RO to a place from the jurisdiction of one registrar to that of another registrar within the same state.

  • Case 4:

Shifting of registered office from one state to another state.

Approval requires for shifting of Registered Office (RO)

  • Shifting of RO as stated in Case 1: Require only Board Approval
  • Shifting of RO as stated in Case 2: Require Board as well as Members Approval.
  • Shifting of RO as stated in Case 3: In addition to Board and Member approval, the Regional Director’s approval requires.
  • Shifting of RO as stated in Case 4: Board, Members, and Regional Director’s approval.

Procedure for shifting of Registered Office of NBFC

The procedure for a change in the registered office of NBFC is almost alike to a normal private or public limited company except the requirement of NOC from Reserve Bank of India for such change.

  • Hold Board Meeting:
    • The first step is to take the approval of the Board of directors for the proposed change in Office.
    • Approval of draft notice of General Meeting to take approval of Members, if applicable.
    • The Board shall authorize any Director or Company Secretary to file an application for the name change with Registrar of Companies or Regional Director and Reserve Bank of India.
    • The Board shall authorize the Director and the Secretary severally to see that the consent of the Creditor and debenture holders if any etc. is obtained or that sufficient provisions are made for the discharge of their debts or adequate security is made.
  • Hold General Meeting:
    • Approve the proposed shifting of registered office by passing Special Resolution.
    • The special resolution shall be subject to the approval of the Regional Director, if applicable.
  • Application to Reserve Bank of India (RBI) for shifting of RO:
    • The authorized person shall file an application to RBI by writing a request letter on the letterhead of the Company. There is no specified format given by the RBI for taking No objection Certificate for shifting of registered office.
    • On satisfaction, RBI shall issue the No Objection Certificate for the name change.
  • Filing of Registrar of Companies(ROC) form to get the new certificate of Incorporation with a new address of RO:
  • E form MGT-14:

After the approval of shareholders, the next step is to file e-form MGT-14 for amendment or change in Memorandum of Association of the Company within the 30 days from the passing a special resolution.

The form shall be filed within 30 days of passing special resolution along with the required attachment to ROC.

  • E form GNL 1 (shifting require Regional Director approval):

An application shall be prepared and file with ROC in GNL 1. An application shall be accompanied with the required attachments.

  • E form INC 23 (shifting require Regional Director approval):

The E form INC 23 shall be filed with Regional Director supported by the above application and required annexure and acknowledgment of GNL1 filed.

  • E form INC 26 (shifting require Regional Director approval):

The Company shall advertise Form No.INC.26 in a vernacular newspaper in which the registered office of the company is situated and one in an English newspaper at least 14 days before the date of hearing given by Regional Director.

  • E form INC 22 (For all cases):

The applicant shall file E form INC 22 with ROC along with the required documents. The INC 22[1], in case of shifting, is one ROC to another ROC, the form shall be filed with both ROC.

  • E form INC 28 (shifting require Regional Director approval):

The applicant shall file Regional Director Approval with Registrar of Company in E form INC 28.

  • The issue of New Incorporation Certificate with the updated registered office:

On approval of ROC on the change in registered office, the Company shall surrender the original Certificate of Registrations as issued by the concerned Reserve Bank of India to the same department of Non-Banking supervision. The RBI shall issue the new certificate of Registration as Non-Banking Finance Company with the updated registered office address.

So, concluding with the significance of the registered office of every company. The Company shall take into consideration all the aspects of shifting of registered office and also comply with the provisions after the shifting of registered office.

Narendra Kumar

Experienced Finance and Legal Professional with 12+ Years of Experience in Legal, Finance, Fintech, Blockchain, and Revenue Management.

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