The meaning of registered office, the step-by-step procedure for shifting a company’s registered office, the steps after obtaining a new certificate from the ROC, and the provisions for verifying registered office under Section 13(4) of the Companies Act of 2013 and rule 30 of the Companies (Incorporation) Rules of 2014 are all covered in this article.

Meaning of Registered Office:

A company’s registered office is where any and all official correspondence, including notices, reminders, and letters from any and all government, non-government, or regulatory bodies, will be sent. According to Section 7 of the Companies Act, 2013 (the “Act”), all registered companies are required to have a registered office address in India from the start of business or within fifteen days (as amended by the Companies Amendment Act, 2017) of the date of incorporation, whichever comes first. However, the proposed company is required to inform the address of its proposed registered office at the time of incorporation itself under the incorporation process that is in effect as of the date.

The majority of stakeholders usually live near a registered office. Their convenience is the only reason for this. However, there are times when this occurs, necessitating the relocation of the registered office to a different location for improved company management. The moving can be inside the neighborhood furthest reaches of same city, outside as far as possible inside same city, from locale of present ROC to ward of another ROC (in Maharashtra and Tamilnadu1) and now and again, starting with one state then onto the next.

Moving the Registered Office from One State to Another in Compliance with the Companies Act of 2013 Section 13(4) of the Companies Act of 2013 outlines the requirements for moving the registered office from one state to another in detail in rule 30 of the Companies (Incorporation) Rules of 2014. This procedure has been explained in this article step by step to make it easy for readers to understand.

Detailed Procedure For Shifting Of Registered Office Of A Company Step By Step:

1. Call and Hold a Board Meeting:

To think about the proposition for moving of enlisted office.

Update the General Meeting’s date, time, and location.

Declare a general meeting and accept the notice of an extraordinary general meeting.

Give the CS or Director permission to submit an application to the RD to change Clause II of the Memorandum of Association, within whose jurisdiction the company’s registered office is located (before the change).

The Board will approved the Chief and the Secretary severally to see that the assent of the Loan boss and debenture holders if any and so on. is gotten or that adequate arrangements is made for the release of their obligations or sufficient security is made area 13(5).

Give the Director or CS permission to move an application to the CG for approval.

1. In addition to the Explanatory Statement (Section-102), Proxy Form, Route Map, and Attendance Slip, send a notice of the general meeting to each member.
2. Call a General Meeting and pass a Special Resolution authorizing the shifting with the RD’s approval.

D, make the General Meeting and Extraordinary General Meeting minutes.

1. In the wake of taking the endorsement of the individuals, record an ensured duplicate of the extraordinary goal alongside the logical proclamation and modified duplicate of MOA in the span of 30 days of passing of Unique Goal in structure MGT-14 (Filling of Goal and consent to the enlistment center under segment 117) with ROC.

Attachments: (Attachments of e-form MGT-14)

– Copy(s) of Special Resolution(s) along with copy of explanatory statement under section 102.

– Altered Memorandum of Association [MOA]. 

– Minutes of EGM. – Shorter Notice consent if any.

1. Publication of Notice in News Paper:

Distribute a notice using Form No. INC.26, something like once vernacular paper in the foremost vernacular language in the locale in which the enrolled office of the organization is arranged, and no less than once in English language in an English paper circling in that region.

1. Prepare a list of CREDITORS and DEBENTURE HOLDERS and intimate them accordingly.

The list needs to be attached to the application.

An affidavit should be used to properly verify the list.

The company’s Statutory Auditor should check the list.

 The list shouldn’t be more than a month old when the petition was filed (the list shouldn’t be older than one month after the petition was filled out).

List Contain the Information:

The names and addresses of every company creditor and holder of debentures;

 The nature of their debts, claims, or liabilities, as well as the amounts due to them for each:

AFFIDAVIT:

According to Rule 30 Sub Rule 2 of the Companies (Incorporation) Rules, 2014 (Affidavit should be signed by the Company Secretary of the Company, if any, and not less than two directors of the Company, one of whom shall be managing Director, where there is one, to the effect that they have made a full equity into the affairs of the Company and, having done so, have formed an opinion that the list of creditors is correct, that the estimated value as given in the list of the debts.

1. Prepare List of Employees:

The Application on oath from the overseers of the organization that no worker will be saved as a result of moving of the enlisted office starting with one state then onto the next state.

1. Prepare List of ApAlong with the necessary documents, the company will prepare the application for moving the registered office.
2. Set up an Application in and all important annexure to be loaded up with the Provincial Chief for looking for endorsement for moving of the enrolled office starting with one state then onto the next.
3. Request an acknowledgment for sending the notice by sending a copy of the application and the complete annexure to the Chief Secretary of the state in which the registered office is located at the time of filing.
4. The petition and its attachment should be serially numbered, and a scanned copy should be submitted to the Registrar of Companies on Form GNL-2.
5. The First Application U/s 13(4) alongside all Fundamental Annexure for looking for endorsement of the [1]Central Government (Provincial Chief) for moving of Enlisted office starting with one State then onto the next will be recorded in Structure INC-23 alongside the expense and the accompanying archives:-plication:
6. An Affidavit Verifying the application (On Stamp Paper duly notarized) 
7. The List of Creditors and Debenture Holders entitled to object to the application; 
8. An Affidavit Verifying The List of Creditors; (On Stamp Paper duly notarized) 
9. The document relating to payment of application fee; 
10. Copy of News Paper Advertisement. 
11. Affidavit by Director verifying non-retrenchment of employees 
12. Affidavit verifying the Publication of News Paper Notice. 
13. Memorandum of Appearance and Board resolution authorizing company secretary / Chartered Accountant or advocate 
14. A copy of Board Resolution Or Power Of Attorney or the executed Vakalatnama, as the case may be (in the favour of Professional)
15. An Affidavit verifying the list of Employees.(On Stamp Paper duly notarized) 
16. Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report. 
17. Affidavit proving the dispatch and service of notice to the Chief Secretary. 
18. Board resolution authorizing the director to submit the petition. 
19. Form MGT-14 along with paid challan.

Further, Hard copy of the petition is to be submitted with Concerned Regional Director Office.

AFFIDAVIT: An affidavit verifying the petition on a non judicial stamp paper, which is notarized, shall be attached. Five affidavits are to be given along with the petition.

1. One affidavit is verifying the petition; 
2. One affidavit is verifying publication of notice 

iii. One affidavit verifying the creditors.’ 

1. One affidavit verifying the Non retrenchment of Employee 
2. One Affidavit from Director in terms of rules 
3. One Affidavit from Director that there is no enquiry, inspection, investigation and prosecution is pending against the Company 

Where the Third, Forth & Fifth affidavit shall be given by two directors of the company.

 Petition should not be prepared in the letter head.

The hearing will take place at the Regional Director’s office after the application and its attachments have been checked. The company, a practicing professional, or an advocate should represent the applicant. The banks, if any and the agents of the organization may likewise address and are heard prior to making any request.

Ability to Investigate: At the company’s registered office, a properly authenticated copy of the creditors’ list is kept, and anyone who wants to look at it can do so at any time during normal business hours for a fee of not more than ten rupees per page to the

1. Response to any objections: Where any complaint of any individual whose interest is probably going to be impacted by the proposed application has been gotten by the candidate, it will serve a duplicate thereof to the Focal Government at the latest the date of hearing .Assuming that protest is gotten, Focal Government will, prior to passing any request, guarantee that the organization has either gotten assent of the individual who had a problem with the change or his obligation or guarantee has been released not entirely settled, or has been gotten as per the general inclination of the Focal Government.

(i) Within sixty days of filing the application, the Central Government must hold a hearing or hearings as necessary and direct the company to file an affidavit to record the consensus reached at the hearing. Upon executing the affidavit, the Central Government must issue an order approving the relocation.

(ii) where no agreement is reached at the hearings the organization will document a sworn statement determining how protest is to be settled inside a distinct time span, properly holding the first locale to the dissenter for chasing after its lawful cures, even after the enlisted office is moved, upon execution of which the Focal Government will pass a request affirming or dismissing the change in something like sixty days of the recording of utilization.

1. Where No Objection Is Received:

On the date of the hearing, the Central Government (Regional Director) will confirm the change of registered office and submit an application for the necessary orders if no one objects.

The application may be put up for orders without a hearing if no objections have been raised in any way, such as in response to the notice or advertisement, and the order approving or rejecting the application must be issued within fifteen days of its receipt.

1. The Regional Director will make 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: 
2. Obtain certified copies of the order confirming the shifting of registered office from one state to another, passed by the Central Government,
3. File e-form INC-28 with ROC within 30 days of confirmation of shifting by Central Government along with following Documents: 
4. Confirmation given by Central Government for change of registered office. 
5. File e-form INC-22 with ROC within 15 days of confirmation of shifting by Central Government along with following Documents: 
6. Registered document of the title of the premises of the registered office in the name of the company; or (b) Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than one month; 
7. Authorization from the owner or authorized occupant of the premises along with proof of Ownership or occupancy authorization, to use the premises by the company as its registered office. 
8. Document of connection of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner/document as the case may be which is not older than 2 months. 
9. The list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address. 
10. NOC from the owner of premises. 

If the documents are in order, Registrars of both states will approve the forms and registered office change will be updated in register of Registrar and new Certificate of Incorporation will be issued by the Registrar of the State within 30 days, where the company’s registered office is going to be shifted.

STEPS AFTER OBTAINING NEW CERTIFICATE FROM ROC:

In each Memorandum copy, make changes to the MOA that relate to the state.

every bill, invoice, banner, sign, and other piece of stationery ought to show the new location and essential exhortation ought to be shipped off investors, debenture holders, and other concerned parties.

Letterheads, books, records, and other elements must be altered as necessary. of the business. The fundamental changes are expected to be made in Dish. TAN, ST2, etc., and notify all departments of the government, banks, customers, and others whenever necessary.

Tail Piece: Provided that the shifting of 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

Proof of Registered Office Includes: 

– Conveyance 

– Lease Deed 

– Rent Agreement (along with rent receipt not older than 1 (one) month. 

Utility Bill:Depicting the address of the premises in the name of the owner and documents 

Should note be older than 2 (Two) months. 

– Telephone Bill 

– Gas Bill 

– Electricity Bill etc

VERIFICATION OF REGISTERED OFFICE: 

(Rule- 25 of the Companies (Incorporation) Rules, 2014

1. If Premises is on the name of company: The registered document of the title of the premises of the registered office “in the name of company”. 
2. If Premises is not on the name of company, not on rent and not on Lease: Than Authorization from the owner of the premises + along with the proof of ownership and NOC in the favour of Company for use of the premises by the company as its registered office. 

III. If premises is taken on Lease: The Notarized Copy of Lease deed in the name of the company along with a copy of rent paid receipt not older than one month. 

1. If premises taken on Rent: The Notarized Copy of Rent Agreement in the name of the company along with a copy of rent paid receipt not older than one month. 

[1] Power of Central Government has been delegated to Regional Director.

FAQs

How can a company change its registered office from one state?

Company shall change the place of its Registered Office from one State to another by passing a Special Resolution. Company shall take approval from the Central Government (Regional Director) for shifting of Registered Office from One State to Another.

How to change registered office & change Moa?

Form MGT-14 must be filed with the ROC within thirty days of passing the Special Resolution to change the registered office and alter the MOA. The company should file Form INC-23 to the Regional Director for obtaining approval of the Central Government to shift the registered office from one state to another state and alter the MOA.

Can I change my registered office from a commercial address to a residential address?

Yes, the address can be shifted from a commercial address to a residential place, since a registered office can be kept at a residential address too.