Companies Act, 2013 Procedure

Procedure for Shifting of Registered Office of the Company within same City/Town/Village

Napur Rathore
Nupur Rathore

Published on: Aug 4, 2020

Introduction

Notice of every change of the situation of the Registered Office, after the date of incorporation of the Company, shall be given to the Registrar within thirty days of the change, who shall record the same. [Section 12(1) and 12(4)]

Following Procedure is to be followed for Shifting of Registered Office of the Company within same City/Town/Village [Section 12(4) read with Rule No. 25 and 27 of the Companies (Incorporation) Rules, 2014]

  1. Convene a Meeting of Board of Directors [As per Section 173 & Secretarial Standard-1 (SS-1)]
    • Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
    • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
    • Hold a meeting of Board of Directors of the Company to consider the proposal of shifting of registered office of Company within local limits of the city, town or village, where it is presently situated.
    • Pass the necessary Board Resolution for approving the shifting of registered office of the Company to another place within the local limits of the city, town or village, where it is presently situated.
    • Authorize Company Secretary or any Director to sign and file the relevant form with Registrar of Companies and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision.
    • Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Refer the Procedure for Preparation, Signing and Compilation of Minutes]
  2. Filing Notice of Change of Registered Office to ROC
    After passing of Board Resolution, within 30 days of the change, file notice of change of situation of the Registered Office and verification thereof in E-Form INC-22 with the Registrar along with the prescribed fee as per Companies [(Registration  Offices & Fee )Rules 2014]. [Section 12(4) and Rule 27 of the Companies (Incorporation) Rules, 2014]
    Following documents are required to be attached to E-Form INC-22 [Rule 25(2) of the Companies (Incorporation) Rules, 2014]
    1. Registered document of the title of the premises in the name of the company

      OR

      Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than 1 month
    2. Authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization to use the premises as registered office

      OR

      NOC from director, if registered office is owned by the Director and not taken on lease by the Company
    3. Copy of utility service bill like telephone, gas, electricity, etc. depicting the address of the Registered Office, in the name of the owner not older than 2 months
    4. The list of all other companies with their CIN, having the same unit/ tenement/premises as their registered office address.
    5. On the approval of E-Form INC-22, Registrar will record the change of the situation of the Registered Office.
    6. Action points required to be taken after Change of Registered Office
      • Company may optionally issue a general notice by way of an advertisement in newspaper(s) informing all members and other stakeholders, about the change of situation of the registered office of the Company.
      • Amend the address of Registered office of the Company on outside of every office, building etc. in which its business is carried on, in a conspicuous position and in legible letters. [Section 12(3)(a)]
      • Substitute the address printed on all business letters, letter heads, Billheads, Invoice Forms, Receipt Forms and all other official publications. [Section 12(3)(c)]
      • Update new address of registered office with all the Banks where Company is operating Bank Accounts.
      • File application with Income Tax Authority for updating the address of the Company in PAN and TAN.
      • Update the new address of the Company with the Basic Utility Service providers like Electricity providers, Telephone Internet connections in the name of the Company etc.
      • Update new address of the Company with various govt. authorities like Central Excise Authorities, Customs Authorities, Sales Tax Authorities and Service tax Department etc.
      • Update the new address of the registered office with the NSDL, CDSL & RTA as applicable.
    7. File Necessary Amendment Application under following Acts
      • Goods and Services Act
      • Shops & Establishment Act
      • Factories Act
      • Foreign Exchange Management Act
      • Inter-State Migrant workmen Act
      • Private Security Agency Act
      • EPF
      • ESI
      • Other Labour Laws
      • Industry Specific Laws
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