Following is the procedure for Alteration of Situation Clause of Memorandum of Association (MoA) or shifting of Registered Office of the Company as per Companies Act 1956.
There could be following different cases which may occur with respect to the change of Registered Office of the Company.
1] Shifting of Registered office of the company within Local limits of the same City and Place
Procedure: e-Form 18 to be filled with Registrar of Companies within whose jurisdiction the registered office is situated within 30 days after change, along with the attachment of “Board Resolution”
2] Shifting of Registered office outside Local limits of the same City and Place
Procedure: e-Form 23 along with the attachments of “Notice of General Meeting”, “Certified true copy of Special Resolution passed in the General Meeting along with Explanatory Statement”. e-Form 18 to be filled with ROC within 30 days after approval of Form 23.
3] Shifting of Registered office within the same state from the jurisdiction of one ROC to the jurisdiction of another ROC
Procedure: Form 23 along with the attachment of “Special Resolution passed in a general meeting”, Form 1D (Application to Regional Director for confirmation) along with the attachment of “Copy of Minutes of meeting and copy of advertisement in the newspaper”. Form 18 also needs to be filled.
Note: The above procedure needs to be followed by a Company whose Registered Office is situated in the State of Maharashtra and Tamilnadu.
4] Shifting of Registered office from one state to another state
Procedure: Form 23 along with the attachments of “Notice of General Meeting”, “Certified true copy of Special Resolution passed in the General Meeting along with Explanatory Statement”. File petition with Company Law Board (CLB), Form 61 (Intimation to ROC) along with the attachment of “Detailed Application for shifting”. Form 21(Notice of Court or CLB order) along with the attachment of “Copy of court order or CLB order or any other order by the competent authority”. Form 18 also needs to be filled.
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Thank you. Useful.
You are welcome.
for shifting the registered office from one state to another, is there a time limit once you receive the order from the RD. and what do you do once you receive the order.
As per Rule no. 31 of Companies Incorporation Rules, 2014, the certified copy of RD order approving the alteration of Memorandum for transfer of registered office of company from one state to another shall be filed in e-form INC-28 along with fees with ROC, within 30 days of receipt of order. [Refer Section 13(7)]
want to change registered office from delhi to gurgaon can you please tell me the procedure
It is shifting of registered office from Delhi to Gurgaon so new office will be under jurisdiction of Delhi and Haryana ROC. Company shall pass Board resolution and file e-form INC-22 with ROC within 30 days of passing the resolution along with utility bill and NOC from owner.
on behalf of director of company professional can go for hearing in case of change in registered office
Yes , if power of Attorney is provided by company, then CS can go for hearing.
In case of Shifting of Registered Office from one ROC to Another within Same State, how long do we need to wait after filing of Form INC-23 or should we go to the RD office before receiving any Hearing Notice from the RD.
Further, can a CA can appear in the Hearing as aforesaid.
As per Rule 28(2) of Companies Incorporation Rules 2014, after filing e-form 23 with Regional Director, in case no objection received by RD within 21 days from the date of service or publication of notice, the person concerned shall be deemed to have given his consent to the change of registered office proposed in the application. As per my opinion, since there is no period specified in Rules about within how many days RD should have to approve INC-23, an applicant can visit RD office for knowing the status and follow up. I think by executing and passing resolution, CA can appear or visit RD office on behalf of company.
I have received the order but form INC 23 is not approved. can i file Form INC 28 before approval of Form INC 23
You can raise ticket on MCA portal under pending for approval option and then you can file INC-28 form.
very useful write up
Please suggest the forms required to be fulfilled to intimate iT, VAT< Service tax ,PF and other departments in case of change in registered address of company within local limits.
Thank you for comment. You may refer http://www.mahavat.gov.in this site to register for VAT, Service tax, sales tax and PF.
RESPECTED MAM
A PRIVATE COMPANY CHANGE ITS REGISTERED OFFICE WITH IN SAME CITY AND PASSED RESOLUTION IN B.M.. AFTER THAT IN AGM COMPANY REQUIRED TO TAKE CONFIRMATION FROM MEMBER FOR CHANGE IN REGISTERED OFFICE.
If the registered office is shifted form one place to another within same city then Board resolution will be sufficient and no need to obtain approval of shareholders in General meeting.
Do I need to attach rent agreement for shifting office within same city?
Yes because it is compulsory attachment of e-form INC 22.
Hello Madam,
During the process of shifting of the registered office from one state to another, can company vacate the existing Register office of the company?
It is better to wait to vacate the existing registered office of company till the final approval will be obtained.
HI
CAN U TELL ME THE PROCEDURE PLEASE FOR SHIFTING OF REGD OFFICE OF LLP FROM ONE STATE TO ANOTHER?
LLP ACT IS SILENT ON THE SAME.
e-form 15 of LLP will be filed.
Hello mam, we have registered a pvt ltd company in Mid June 2012. So far we have not filed any returns. We would like to cancel registration of this company. Please advise. Thanks.
You can strike off company’s registration from the Registrar by applying under Fast Track Exit Mode (FTE).
Hi, Mam
I need to know the procedure to change the registered office in the same city.
can u please let me know the procedure.
Thank you
File INC-22 along with copy of board resolution of shifting office within same city, address proof and utility bill.
This is really helpful. Thanks! Would you also by any chance have a check-list of other compliances under the various laws like PF, Service Tax etc., wherein changes have to be made post shifting of RO. If so, it will be really really helpful.
After shifting of registered office, you shall be required to inform about changed address to IT Department, Service tax dept, Banks and other government authorities wherever your company’ details are registered.
I want to shift the registered office from one state to another so the first step according to Companies Act, 2013 is to file MGT 14, I would like to know what are the attachments that need to be given along with Mgt 14
Thanks In Advance
As per Section 12 (5) of Companies Act, the company shall be required to pass Special resolution in the general meeting and file MGT-14 form with ROC. The certified true copy of Special resolution, notice of general meeting with Explanatory statement, altered Memorandum of association and articles of association shall be filed with MGT-14 with the Registrar of companies within whose jurisdiction the office of company is situated. After filing MGT-14 form, e-form INC-23 to be filed along with notice of general meeting, altered MOA AOA, consent of all shareholders, advertisement for shifting of office in regional language and english. This form INC-23 is to be filed for obtaining approval of Regional Director and obtaining order from RD, Inc-22 to be filed with the Registrar.
Hello , your summary is so helpful and thanks for the postings. Can you tell the Procedure for changing the registered office in the same locality in Tamilnadu and forms need to be filed with ROC and other Government agencies.
File e-form INC-22 with copy of board resolution.
Dear MAm,
I have a query regarding shifting the Registered office of Company from one state to another.
We want to shift Registered office from Bangalore to Delhi, now we have to file petition in which RD- Nothern Region or Southern Region?
Please file petition in Southern Region because the registered office is still situated in Bangalore before shifting to Delhi.
Thanks for your article. Is this the same procedure that we need to follow in new companies act 2013.
Please refer Section 12 (4), (5) (6), (7) of Companies Act 2013.
Dear Ma’am
Please tell which Resolution to be passed for shifting of registered office of the Private Company?
Actually the type of resolution and meeting would depend upon the shifting of registered office from one place in same city or from one state to another.
Please refer Section 12 of Companies Act 2013
I have a Pvt Ltd Co registered in roc mumbai address, but in few months we would be shifting our location in Badlapur, Thane District. what is the procedure. Could you guide me.. Thanks
For shifting of registered office from one place to another in the same city, locality, the company shall hold board meeting and pass resolution, file form INC-22 for shifting of office.
We want to change the registered office Address with ROC. Is it mandatory to include Rental agreement as a proof of address or telephone bill will do? If rental agreement has to be included, does it have to be registered or just notarize will suffice? This is for bangalore city.
While submitting Form INC-22 with Registrar of Companies, the company should submit copy of rent agreement along with rent receipt/ conveyance or lease deed and utility bill and no objection certificate for use of the address. The rent agreement must be registered.
what is mean by local limit ?
Local limit means within the limits of municipal corporation.
Is there a need for a name board at the registered office address ??
As per Section 12 (3)(c) of the Companies Act, 2013 every company shall get its name, address of its registered office and the Corporate Identity Number (CIN) along with telephone number, fax number, if any, e-mail and web addresses, if any, printed on all its business letters, billheads, letters papers and in all its notices and other official publications for example purchase orders, invoices, bill of lading, web site, visiting cards, name board, vouchers etc.
Thank you for your response.
I understand your point regarding the official stationery.
In our case , we have an LLP and now we are thinking of shifting the registered office to the designated partner’s residence. Here is there a requirement to place a signboard outside the residence ?
Yes, as per LLP Rules, the nameboard of LLP should be affixed outside the premise.
Shifting of registered office of a company from one state to another in view of new forms, i.e INC 22,23,28 & MGT 14.
A step by step procedure will be helpful
Thanks for your suggestions. I will post it soon.
What is the procedure for changing register of company address on document of company and proof for rental office?
Please refer new provisions of New Companies Act 2013
What is the due date for filing Form 18 in case of shifting of registered office to another state ? Here as per my understanding, change of registered office is effective from the date of the order of the CG(now RD) and hence, 18 should be filed within 30 days from the date of the order. Hope my understanding is correct
Yes form 18 shall be filed within 30 days from the date of receipt of order for RD.
Can a partnership firm become a members of a company ? Can it subscribe to MoA of a private limited company ? Is there any restrictions on joint shareholding ?
Partnership firm cannot become member of company.
what is procedure of change registered E-mail id of company in MCA record as well as ROC website?
You can change your email id while submitting Annual return of the company.
Hi,
I need to shift the registered address of company. I am shifting my house to another rented place so want to shift the registered address. But the lease for new house will not be in name of company (it will be in my name). Do I need to submit an address proof. Is there an alternate option.
Thanks
For shifting of office, you need to pass board resolution and file e-form 18 with the Registrar of Companies. You will have to submit new address proof such as electricity bill or Index II along with no objection letter from you being the owner of the place.
Dear MAm,
I heve filed Form 1A for a LLP in which address is of Bangalore but roc chosen was ROC TamIl Nadu instead of Roc Karnataka. They also approved it. But now we are facing problem in bank account opening . Kindly tell the solution for this.
First of all Form 1A is not application for LLP’ name reservation. For name reservation, you have to file form 1 with ROC. If the address where you would like to form LLP is Bangalore the ROC should be selected as Karnataka and not Tamilnadu. ROC will come to know when you will file form 2 along with address proof of proposed LLP and then it will raise you query. I would advise you that you will have to make fresh application with fresh name because the name which is approved by ROC is not block or reserved for 3 months and hence you cannot make fresh application with the same name to rectify the jurisdiction of ROC.
Mam Please provide the best resolution to Appoint one Director as Managing Director And other as Whole Time Director.
First of all please obtain Director Identification number (DIN) of the concerned person and after approval of DIN, file e-form with ROC within 30 days of appointment by paying fees. In the form please specify option” Additional Director” and his date of appointment. You will have to file the same form for appointment of Managing Director at the same time. At the ensuing Annual General Meeting, his designation shall be changed from Additional director to Director and then again you will have to file e-form for change in designation and also another form for appointment of Managing Director.
thank you for your information regarding situation clause provision.
can u tell me where the entire companeis act,1956 with all provisions i can get?
Please visit http://www.mca.gov.in and get entire Companies Act 1956 with all provisions.
thank you
Thanks. please keep visiting my blog.
Mam, I really thank you for your such a nice summary on various topics of Companies Act.
I got help on shifting of registered office of the company.
I will surely take your guidance and help in the near future.
Thanks
Hello, I am unable to get your email ID. I need your help to shift our registered office from one state to another. Do you provide a service like this? Please advise.
Many thanks.
Yes, i do provide services for shifting registered office from one state to another. You may email me the details on info@abhyankarcs.com
Hello madam,
Can you please suggest which forms should be filled to change the registered address in Jharkhand from one ROC to another ROC? Thanks.
Please visit my blog which has mentioned detail procedure and forms to be submitted while shifting the registered office of the company.
please provide the procedure for change of registered office from one state to other state.
Please refer Section 12 (Registered office of company), Rule 25 and e-form INC-22 of Companies (Incorporation) Rules, 2014. Depending upon the shifting of office i.e. from one place to another / one state to another, the procedure will change.
Good info.Also would like to know do we have to change add in PT/PF/IEC and shops and establishment registeration also
yes after shifting of registered office of the company, the company shall be required to change address in PT/PF/IEC, shop act and establishment.
Hi,
Mam am pursuing company secretary, doing my professional level .Form 18 procedure really helped me nice work
Thanks!!
WITHOUT PAYING THE RENT OF OLD OFFICE,THREE DIRECTORS OUT OF FIVE SHIFTED REGISTERED OFFICE OF THE COMPANY IN SAME CITY OUTSIDE THE LOCAL LIMIT,OUR TWO DIRECTORS SIGN IS ALSO NOT TAKEN ON RESOLUTION,IS IT CORRECT.& PL. INFORM WHAT TO DO.
For shifting of registered office in the same city outside local limit, form 23 and 18 are to be filed with the Registrar of Companies. Hence duly passed resolutions in General meeting and board meeting should be attached to respective form.
How does one change the address in the incorporation certificate? (We are a limited liability partnership based in Bangalore)
Assuming you would like to change registered office in the same city within (Bangalore), you need to file e-form 15 of LLP online by submitting proof of registered address.