SHIFTING REGISTERED OFFICE OF A COMPANY
Section 12 of the company deals with the registered office of the company. Registered office is the principal place of business of the company, which receive and acknowledge all communications and notices as may be addressed to the company.
Section 12 (3) mandatorily required that registered office address of the company should be mentioned at the board kept on the outside of every office of the company, its letter, heads, business letters, bills of exchange and other documents .
The company shall furnish verification of its registered office to the Registrar within a period of 30 [thirty days] of its incorporation in Form INC-22 .
Notice of every change of the situation of the registered office shall be given to the Registrar within 30 (thirty days) of the change, who shall record the same.
Modes of Shifting of Registered Office
- Shifting of Registered Office within the limits of the same city, town or village.
- Shifting of the registered office to a place “Outside the local limits of the existing place but in the same State” under the jurisdiction of the same Registrar of Companies.ie- Balia to Lucknow (within Same State)
- Shifting of the registered office from the “Jurisdiction of one Registrar of the Jurisdiction of another Registrar within the same State”. ie. Mumbai To Pune( within Same State But Different Registrar)
- Shifting of the registered office to another State in India.
Condition 1-
Shifting of Registered Office within the limits of the same city, town or village:
Applicable Sections And Rules –
Section 12 (4)and Rule 25, & 27 of Incorporation Rules 2014
Authority (From Company) :
Board of Directors of the company
Need to inform & Approval required –
Registrar of the company
Forms need to be filed-
INC-22
Timing for filing- within 30 days
Attachments required in the form:
- Registered document of the title of the premises of the registered office in the name of the company OR
- Notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month OR
- 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; AND
- Any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.
Procedure:
- Convey Board Meeting of Directors as per section 173 of Companies Act,2013 and SS-1 .
- Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting along with agenda of the meeting .
- Held Board Meeting and get the approval of the Board to shift registered office of the company within the limits of the same city, town or village.
- Authorize director of the company to file form-INC-22 with the registrar of companies along with the proof of using the proposed office as company’s registered office(NOC) and utility bill of the proposed address.
Effective Date: As per section 12(7), change in registered office shall take effect from the date of the certificate issued by Registrar of Companies.
FORMAT OF BOARD RESOLUTION:
“RESOLVED THAT pursuant to the provisions of section 12 of the Companies Act, 2013 and any other provisions applicable, if any, the Registered Office of the Company be and is hereby shifted from “…………………………… xyz city” to “…………….. xyz city”.
“RESOLVED FURTHER THAT Directors of the company be and are hereby authorized to file the necessary return with the Concerned Registrar of Companies in the respective e-form pursuant to the Section 12 of the Companies Act, 2013.”
“RESOLVED FURTHER THAT change in the place of registered office be made in the name plates or board affixed at the registered office and also in the letter heads official publications documents etc. pursuant to the provisions contained in the Companies Act 2013.”
Read further,
Shifting of the registered office to a place “Outside the local limits of the existing place but in the same State” under the jurisdiction of the same Registrar of Companies.
Shifting of the registered office from the “Jurisdiction of one Registrar of the Jurisdiction of another Registrar within the same State”. ie. Mumbai To Pune( within Same State But Different Registrar)
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