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Section 12 and 13 of the Companies Act, 2013 and Companies (Incorporation) Rules, 2014 states the law and procedure regarding having a registered office of the Company and shifting of registered office of the Company.
A registered office is the legal address of a company to which all Government letters and notices, reminders will be sent by any person or tax authorities, MCA & other government offices. As per Section 7 of the Companies Act, 2013 (the “Act”), all registered companies must have a registered office address in India under Companies Act. It is mandatory to have a registered office address in India at all times.
Usually, a registered office is situated where most of the stakeholders and the board of directors reside. The only reason being is for their convenience. However, sometimes it happens so that the registered office needs to be shifted from one place to another place in order to better manage the affairs of the company activities. Such shifting may take place within the local limit of the same city, outside the local limit within the same city and sometimes from one state to another.
2.Send notice of general meeting to all members along with explanatory statements (Section-102).
3.Hold General Meeting and pass Special Resolution approving the shifting subject to the approval of the RD.
4.Prepare the Minutes of extraordinary general meeting/General Meeting.
5.Post-approval from a member, need to furnish a certified copy of the Special Resolution along with an explanatory statement and an amended copy of MOA within 30 days of passing a resolution in form MGT-14 (Filing of resolution and agreement to the register under section 117) with Registrar of companies.
E-Form MGT-14 Attachments:
6.Publish a notice in form No INC.26, at least Once vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least in once in English newspaper circulating in that district
7.Prepare a list of creditors and debenture Holder and intimate them accordingly
The List is required to be filled with the application
List to Contain the Information:
8.Prepare a list of employees working with your company
9.Prepare a list of application
10.Prepare an Application in and all relevant annexure to be filled with the Regional Director for seeking approval for change of the registered office from one state to another.
11.Need to Send a copy of the application duly approved by directors along with complete annexure to the Registrar (RoC) and chief secretary of the state where the registered office is situated at the time of filing the application and obtain acknowledgment for sending the notice
12.The original application u/s 13(4) along with all necessary annexures for seeking approval of the central Government for shifting office from state to state in Form INC-23 along with fees and the following documents:
13. After review of application along with supporting Annexure, a hearing will take place at the Regional Director office and the case can be represented by the company or practicing professional or advocate. The creditors, if any and the representatives of the company may also represent and are heard before making any order.
14.The Regional Director of Ministry of corporate affairs will pass 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.
15.Obtain certified copies of the order confirming the shifting of registered office from one state to another, passed by the Central Government,
16.You need to File e-form INC-28 with MCA within 30 days of confirmation of shifting by Central Government along with following Documents: Confirmation given by Central Government for a change of registered office.
17. File e-form INC-22 with ROC within 15 days of confirmation of shifting by Central Government along with following Documents.
|Form||Purpose of the Form|
|MGT-14||For a special resolution|
|GNL-1||For filing copy of the application to ROC|
|INC-23||For seeking approval of Regional Director|
|INC-22||For shifting of Registered Office|
|INC-28||For filing copy of RD order with ROC|
|INC 26||Advertisement to be published in News Paper for change of RO from one state to another|
|MGT-14||Within 30 days of passing Special Resolution|
|GNL-1||Simultaneously with the filing of form INC 23|
|INC-23||At least 1 Month after serving notice to creditors and publication of Newspaper Advertisement|
|INC-22||Within 15 days of order passed by RD|
|INC 28||Within 30 days of order passed by RD.|
Usually a registered office is located where most of the stakeholders of the company reside. However, with the expansion of business, there arises a need of shifting of registered office. Therefore, under the Companies Act a smooth provision has been provided to make such changes.