Registered office -shifting from one registrar to another and from one state to another state

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

Section 1

2 of the company deals with the registered office of 

the company. The registered office is the principal place of business of the company, which receives and acknowledges all communications and notices as may be addressed to the company.

Section 12 (3) mandatorily required that the 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

1. Shifting of Registered Office within the limits of the same city, town or village.
2. 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)

3. 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)
4. 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: Read full article>>

Condition 2-

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)

Applicable Sections And Rules – 

Section 12 (5) (a) and Rule 25, & 27 of Incorporation Rules 2014

Section 117 of Companies Act, 2013 for filing Special Resolution

Authority (From Company) :

 Shareholders of the company

Need to inform & Approval required –

Registrar of the company

Forms need to be filed-

 INC-22 & MGT-14

Timing for filing- within 30 days

Attachments required in the form MGT-14:

Special resolution along with the explanatory statement

Attachments required in the form INC-22

1. Registered document of the title of the premises of the registered office in the name of the company OR
2. 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
3. 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
4. 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.
5. Special resolution along with the explanatory statement

Procedure:

1. Convey Board Meeting of Directors as per section 173 of Companies Act,2013 and SS-1.
2. Issue Notice of Board Meeting to all the directors of the company at least 7 days before the date of Board Meeting along with agenda of the meeting.
3. 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.
4. Authorize director of the company to file forms ie. MGT-14 & inc-22
5. Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members.
6. Approval of Notice of EGM
7. Issue notice of the general meeting as per section 101 of companies act,2013.
8. Hold general meeting

• check quorum
• Check the presence of auditor or compliance of section 146.
• Get the approval of Special resolution

9. File Form MGT-14 along with explanatory statement and special resolution.
10. File INC-22 along with attachment ie- NOC to use the premises as registered office, utility bill not older than 2 months, special resolutions and explanatory statements.

Effective Date: As per section 12(7), change in registered office shall take effect from the date of the certificate issued by the Registrar of Companies.

FORMAT OF BOARD RESOLUTION:

SHIFTING  OF  REGISTERED  OFFICE  OF  THE  COMPANY 

“RESOLVED THAT subject to the approval of members of the Company in the general meeting, pursuant to the provisions of Section 12 and Rule 27 of Companies (Incorporation) Rules 2014 and other applicable provisions if any of the Companies Act, 2013, the consent of the Board be and is hereby accorded to shift the Registered Office of the Company from……………………………….. Ballia UP IN  to……………… Lucknow, Uttar Pradesh, India

RESOLVED FURTHER THAT an Extra-Ordinary General Meeting of the Company will be held on the day, date at the venue.

“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 Section 12 of the Companies Act, 2013.”

“RESOLVED FURTHER THAT change in the place of registered office be made in the nameplates or board affixed at the registered office and also in the letterheads official publications documents etc. pursuant to the provisions contained in the Companies Act 2013.”

FORMAT OF SHAREHOLDERS RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 12 and Rule 27 of Companies (Incorporation) Rules 2014 and other applicable provisions if any of the Companies Act, 2013, the consent of the members of the company be and is hereby accorded to shift the Registered Office of the Company from ………………………………………………. Ballia UP  IN  to ……………………………………Lucknow, Uttar Pradesh, India.

“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 Section 12 of the Companies Act, 2013.”

“RESOLVED FURTHER THAT change in the place of registered office be made in the nameplates or board affixed at the registered office and also in the letterheads official publications documents etc. pursuant to the provisions contained in the Companies Act 2013.”

Condition 3–

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)

Applicable Sections And Rules – 

Section 12 (5) , 12(6) 12(7)Rule 25 & 28 of Incorporation Rules 2014

Section 117 of Companies Act, 2013 for filing Special Resolution

Authority (From Company) :

 Shareholders of the company

Need to inform & Approval required –

Registrar of the company and Regional Director

Forms need to be filed-

MGT-14 ,INC-23 & INC-22

Timing for filing- within 30 days

Procedure:

Step:1

1. Convey Board Meeting of Directors as per section 173 of Companies Act,2013 and SS-1.
2. Issue Notice of Board Meeting to all the directors of the company at least 7 days before the date of Board Meeting along with agenda of the meeting.
3. 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.
4. Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members.
5. Approval of Notice of EGM
6. Authorize director of the company to

• file an application to the concerned Regional director for altering Memorandum of association
• file forms ie. MGT-14 & inc-22
• Obtain the consent of the creditors of the company that the company has not defaulted in payment of dues to its workmen and has made necessary provision for the payment thereof;
• a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending
• acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employee’s interest is not adversely affected consequent to proposed shifting

7. Issue notice of the general meeting as per section 101 of companies act,2013.

Step-2

1. Hold general meeting

• check quorum
• Check the presence of auditor or compliance of section 146.
• Get the approval of Special resolution

2. File Form MGT-14 along with explanatory statement and Special Resolution.

Step-3

1. File application to the Regional Director as per the provision of section 12(5)& Rule 28 of Incorporation Rules, 2014.

File Form INC-23 to the Regional Director along with attachments:

• Board Resolution for shifting of registered office
• Special Resolution of the members of the company approving the shifting of registered office
• consent of the creditors
• Declaration
• Acknowledged copy
• a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof.

2. Within 15 days of filed application with complete documents , Regional Director may approve or reject the application.

Step-4

1. As per Subsection (6) of section 12 of Companies Act, 2013, Communicate to Registrar

• Within 30 days of approval order received from Regional Director, File Form No.INC-28 to the Registrar.

2. within a period of sixty days of the date of confirmation FROM REGIONAL DIRECTOR. company shall file the confirmation with the Registrar IN INC-22

who shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.