Shifting of Registered Office of NBFC From one State to Another State

Narendra Kumar

31 Dec, 2020

The registered office of the business is a principal place of business from where the business is being carried on. The registered office of the company is the official address of a company to which all the correspondence related to the official address of the company to which all the official letters and reminders are sent by any person, government, a non-government or regulatory body. In this post, we will discuss Shifting Registered Office NBFC.

Shifting Registered Office NBFC:

• There are Four Ways of Shifting Registered Office NBFC:
  
  • In case of shifting of the registered office within the same city, town or village only the approval of the board is required.
  • In case of the shifting of the registered office of the Non-Banking Financial Company (NBFC) to a place outside the local limit of the existing place but within the same state under the same jurisdiction of the same ROC. In such a case approval of board as well as members approval.
  • In case of shifting of the registered office from one jurisdiction to another jurisdiction within the state. In this case approval of the board, member and Regional director’s approval is mandatory.
  • In case of shifting of registered office from one state to another state. In this case board’s approval, member’s approval, Regional Directors approval along with the following procedure is to be followed.
• Procedure for shifting of the registered office of NBFC:
  
  • The main requirement for changing the registered office of the company is the NOC from the Reserve Bank of India^[1] for such change along with another procedure which is applicable to normal private or public limited company
  • Hold a Board Meeting:
    • For the proposed change in office approval of Board of Directors is mandatory.
    • After the Board’s approval draft notice of the General meeting for taking members approval.
    • The board of directors shall authorize any director or Company secretary to file an application for change in address with the ROC or Regional Director and the RBI.
  • Hold a General Meeting:
    • Obtain approval from the members regarding the proposed shifting of address bypassing the special resolution. However Special resolution is subject to the approval of Regional Director if applicable.
  • Application to RBI:
    • On the letterhead of the Company, the authorized person shall file an application to RBI by writing a request letter. There is no specified format for taking NOC as given by RBI.
    • After satisfaction, RBI shall issue the No Objection Certificate for the name change.
  • Filing with the Registrar of Companies (ROC) to obtain a fresh certificate of Incorporation
    • E Form MGT-14
      • After obtaining shareholders’ approval the next step is to file e-form MGT-14 within the 30 days from the passing a special resolution for change in Memorandum of Association of the Company.
    • E form INC 23
      • The INC 23 has to be filed with Regional Director supported by the above applies only is Regional Director’s approval is required
    • E form INC 26
      • In the case when a company requires obtaining regional director approval, the company shall advertise Form 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
      • The applicant shall file E Form INC 22 with the registrar along with the required documents in each and every case.
    • E form INC 28 ( is required to be filed only if Regional Director’s approval is required)
      • The applicant shall file Regional Director Approval with Registrar of Company in E form INC 28.
• The Issue of Fresh Incorporation Certificate with the Updated Registered Office:
  

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Company shall surrender original Registration Certificate issued by the concerned Reserve Bank of India to the same department of Non-Banking supervision on obtaining approval of ROC on the change in registered office. After this, RBI shall issue the new Registration Certificate as Non-Banking Finance Company (NBFC) with the updated registered office address.