Procedure for change of Registered Office of the Company within same city/ town/ village
As per Section 12(4) and Rule 27 of Companies (Incorporation) Rules, 2014, if the company wants to shift the registered office of the company from one place to another within same city or town or village, it shall be required to comply following steps,
- To hold Board meeting for shifting of Registered office from one place to another within same city/ town/ village.
- To give authority to the Director of the company to file e-form INC-22 with Registrar of Companies within whose jurisdiction the registered office is situated.
The Company shall attach scan copies of
- Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts)
- Copies of the utility bills. (not older than 2 months)
- Proof that the Company is permitted to use the address as the registered office of the Company.
The Company Master data shall update the new address of the company on MCA portal
2. Procedure to change the Registered office of the Company from one city to another within same State and same Registrar.
Rule 12 of Companies (Management and Administration) Rules, 2014 and as per Section 117 (1) and (3), if the company wants to shift the registered office from one city to another within same State and under the jurisdiction of same Registrar of Companies, it shall be required to comply following steps,
- To hold Board meeting to convene Extra Ordinary General meeting
- To hold Extra Ordinary general meeting
- To pass special resolution u/s 117 (1) and (3) for change of Registered Office from one city to another.
- To give authority to any Director of the company to file the e-form INC-22 and carry out all incidental activities.
- The Company shall file e-form MGT-14 with Registrar of Companies within 30 days of passing of Special Resolution and attach scan copies of
- Certified true copy of Special resolution- shifting application
- Notice of General Meeting, minutes of General meeting
Rule 27 of Companies (Incorporation) Rules, 2014, Section 12(4)
The Company shall file e-form INC-22 with Registrar of Companies within 15 days of passing of Special Resolution and attach scan copies of
- Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts)
- Copies of the utility bills (not older than 2 months)
- Proof that the Company is permitted to use the address as the registered office of the Company.
- List of all the companies having the same registered office address, if any.
- 3. Procedure for change of Registered office of the Company from one registrar to another within the same State.
Rule 12 of Companies (Management and Administration) Rules, 2014
- To hold Board meeting to convene Extra Ordinary General meeting
- To hold Extra Ordinary general meeting
- To pass Special Resolution for alter “situation clause” of Memorandum of Association to give authority to any Director of the company to publish notice in English and Marathi newspaper.
The company shall file e-form MGT-14 with Registrar of Companies along with following attachments.
- Certified true copy of Special resolution- shifting application
- Certified true copy of special resolution for alteration of situation clause of Memorandum of Association
- Altered copy of Memorandum of Association
As per Rule 28 Companies (Incorporation Rules), 2014. Section 12(5) first proviso, the company shall make application to Regional director (RD) after expiry of 30 days of publishing news paper advertisement and shall file e-form INC-23,
Application to RD in Form no.INC.23
The company shall, not less than one month before filing any application with the Regional Director for the change of registered office.-
(a) publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated
(b) serve individual notice on each debenture holder, depositor and creditor of the company, clearly indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within twenty one days of the date of publication of that notice:
If no objection is received by the Regional Director within 21 days then it will be a deemed consent for shifting of Registered office.
- Certified copy of notice of EGM
- Certified true copy of Special resolution-
- Minutes of EGM
- Copy of newspaper advertisement.
- copy of Altered Memorandum Of Association
- a copy of the notice convening the general meeting along with relevant Explanatory Statement;
- a copy of the special resolution sanctioning the alteration by the members of the company;
- a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;
- an affidavit verifying the application;
- the list of creditors and debenture holders entitled to object to the application;
- Procedure for change of Registered office of the Company from one State to another State.-
Rule 12 of Companies (Management and Administration) Rules, 2014
- To hold Board meeting to convene Extra Ordinary General meeting
- To hold Extra Ordinary general meeting and to pass Special Resolution as per Section 117 (1) and (3) of Companies Act 2013.
- To pass Special Resolution for alter “situation clause” of Memorandum of Association
- to give authority to any Director of the company to publish notice in English and Regional Language newspaper.
Following documents shall be attached to e-form MGT-14
- Copy of Resolution along with Copy of Explanatory statement
- Altered Memorandum of Association
- Altered Articles of Association
- To make application to Regional director (RD) after expiry of 30 days of publishing news paper advertisement.
- The company shall, at least one month before filing application with Regional Director
- Publish a notice , at least once in a daily newspaper regional language of that district in which the registered office of the company is situated serve individual notice on each debenture holder, depositor and creditor of the company indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within twenty one days of the date of publication of that notice:
- If no objection is received by the Regional Director within 21 days then it will be a deemed consent for shifting of Registered office.
Following documents shall be attached to e-form INC-23
- a copy of the memorandum and articles of association;
- a copy of the notice convening the general meeting along with relevant Explanatory Statement;
- a copy of the special resolution sanctioning the alteration by the members of the company;
- a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;
- an affidavit verifying the application;
- the list of creditors and debenture holders entitled to object to the application;
- an affidavit verifying the list of creditors;
- the document relating to payment of application fee;
- a copy of Board Resolution or Power of Attorney or the executed Vakalatnama, as the case may be;
- To make application to Regional director (RD) in e-form INC- 23 not less than 30 days of publishing news paper advertisement.
- To intimate to Registrar of Companies, Mumbai within 60 days of receipt of order from Regional Director as per section Section 13 (4) and Rule 31 of Companies (Incorporation)Rules, 2014, to file e-form INC-28 within 60 days from receipt of order and a copy of order to e-form INC-28
- To file e-form INC-22 with ROC, within 15 days of receipt of confirmation and for this please do following procedure,
To hold Board meeting for receipt of confirmation and giving authority to director to file INC-22 with ROC as per Rule 27 of Companies (Incorporation) Rules, 2014
Following documents shall be attached to e-form INC-22
- the registered document of the title of the premises of the registered office in the name of the
- company; Utility Bill (latest)
- Proof that company is permitted to use place
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I am an Independent Practising Company Secretary (a Fellow member of ICSI, B.Com, L.L.B) also empanelled as a Peer Reviewer by ICSI Peer Review Board, from Pune, India. This blog is my sincere effort to help anyone understand Company Formation procedures & other related aspects of Indian Companies Act.
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