Change in the location of a registered office: how to go about it

There are special provisions for the shifting of a registered office to another State or Union Territory, within the same state under the jurisdiction of the same Registrar and shifting of registered office from the jurisdiction of one RoC to ano...

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Give intimation of change in location of registered office to all the concerned departments and make necessary corrections in the name board, letterhead and records of the company.
By Tanvi Loond

Every business entity has a principal place of business which defines the identity of the entity and its place of domicile. In the case of a company, this principal place of business is called registered office and in case of partnership or other business form it is call its head office.

The registered office serves the following purposes:

  • Location of the office with the Registrar of Companies (RoC) where the records of the company are stored
  • Determination of domicile of a company for law-enforcing authorities and general public
  • Area limit for holding annual general meetings
  • Applicability of duty as per relevant Stamp Act for stamping on memorandum and articles of association, share and debenture certificates etc
  • Determination of jurisdiction of the Court in a company
  • Inspection of registers and records as provided under the Act
Under the Companies Act (the Act), it is mandatory for a company to keep the RoC informed of the location of registered office of the company. The state in which the registered office shall be located has to be decided by the Board of Directors of the company at the time of incorporation and the same has to be mentioned in clause II in the Memorandum of Association under section 4(1)(b) the Act.

Display requirement
As per Section 12, the name and address of the registered office should be displayed conspicuously at the location of registered office and every other office, engraved on its common seal and printed on letterheads, bills, notice etc. In case the company has a website for conducting online business, the registered office address should be given on the said website.

If any default is made under section 12, the company and every officer who is in default shall be liable to a penalty of Rs. 1,000 for every day during which the default continues but not exceeding Rs 1 lakh.
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Change in location of Registered office
Shifting of registered office from one place to another within same city/town/village
To implement the change, the board of directors shall pass a resolution and an intimation of change shall be submitted to the ROC in e-Form INC 22 within 30 days of such change.

Shifting of registered office to a place outside the local limits, but within the same state under the jurisdiction of the same Registrar
To implement the change the company shall perform the following steps
  • Seek approval of the Board of directors and fix a date, venue and time for holding a general meeting to obtain the approval of the members. The notice of such general meeting shall also approved by the Board before sending it to the members. In case of listed companies, the company shall send six copies of the notice sent to members for a general meeting to the stock exchanges where the shares of the company are listed.
  • Hold the general meeting and get approval of the members by passing a special resolution
  • File certified copy of the special resolution along with the explanatory statement with the ROC in the e-Form MGT-14 along with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014 within 30 days from the date of meeting
  • File notice of change of situation of registered office in e-form INC 22 within 30 days from the date of change
  • Give intimation of change in location of registered office to all the concerned departments and make necessary corrections in the name board, letterhead and records of the company
Shifting of registered office from the jurisdiction of one RoC to another RoC in the same state?
To implement the change the company shall perform the following steps:
  • Seek approval of the Board of directors and fix a date, venue and time for holding a general meeting to obtain the approval of the members. The notice of such general meeting shall also be approved by the Board before sending it to the member. In case of listed companies, the company shall send six copies of the notice sent to members for a general meeting to the stock exchanges where the shares of the company are listed
  • Hold the general meeting and get approval of the members by passing a special resolution subject to confirmation by the Regional Director of the Ministry of Corporate Affairs. In case of listed companies, the special resolution should be passed by postal ballot process
  • At least 30 days before filing any application with the Regional Director for the change of registered office, the company shall publish a notice, in a daily newspaper published in English and the regional language of the district in which the registered office is situated, indicating the matter of application and inviting objections with the proposed alteration
  • In case no objection is received by the Regional Director within 21 days from the date of publication of notice, the person concerned shall be deemed to have given his consent
  • Shifting registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act
  • File certified copy of the special resolution along with the explanatory statement with the ROC in the e-Form MGT-14 along with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014 within 30 days from the date of meeting
  • File an application in e-form INC-23 for obtaining confirmation of the Regional Director with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014
  • File notice of change of situation of registered office in e-form INC-22 within 30 days from the date of change, along with the copy of the order issued by the Regional Director
  • File a certified copy of the confirmation order obtained from the Regional Director to the RoC in e-Form INC-28 with the prescribed filing fee within 30 days from the date of communication of order
  • RoC shall certify the form in Form INC-25 within 15 days from the date of filing of the orders
  • Give intimation of change in location of registered office to all the concerned departments and make necessary corrections in the name board, letterhead and records of the company
Shifting of registered office to another State or Union Territory
To implement the change the company shall perform the following steps:
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  • Seek approval of the Board of directors and fix a date, venue and time for holding a general meeting to obtain the approval of the members. The notice of such general meeting shall also be approved by the Board before sending it to the member. In case of listed companies, the company shall send six copies of the notice sent to members for a general meeting to the stock exchanges where the shares of the company are listed
  • Hold the general meeting and get approval of the members by passing a special resolution subject to confirmation by the Central Government. In case of listed companies, the special resolution should be passed by postal ballot process
  • File certified copy of the special resolution along with the explanatory statement and the altered copy of the Memorandum of Association with the ROC in the e-Form MGT-14 along with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014 within 30 days from the date of meeting
  • Authorise several directors or company secretary to take steps to move an application / petition to the Central Government in the e-form INC-23 and appoint an advocate to assist the proceedings
(This writer is the Founder and CEO, Insta C.A. (www.InstaCA.in). Insta C.A. is an online tax and accounting service for SMEs and startups. For more information contact info@instaca.in or follow them at their twitter handle @InstaCA1)
(Disclaimer: The opinions expressed in this column are that of the writer. The facts and opinions expressed here do not reflect the views of www.economictimes.com.)
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