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List of Steps with dates
Drafting of resolution(s)
General Meeting Notice with Explanatory Statement
Filling and filing of MCA Form(s)*
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completion of assignment
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Change in Registered Office differentiated from Shifting of Registered Office
The terms "Change in Registered Office" and "Shifting of Registered Office" typically refer to the process of altering the location of a company's registered office. However, there is some major differences in how the terms are used depending on the jurisdiction.
"Change in Registered Office" refers to change in company's registered office, within the same state.
"Shifting of Registered Office" typically refers to a more significant change where the company's registered office moves to a new state.
Overall, both terms refer to the process of changing the registered office address of a company, but the term "Shifting of Registered Office" typically implies a more substantial change. It's important to note that the specific legal requirements and procedures for changing a registered office address can vary depending on the jurisdiction and the type of company involved.
Registered document of the title of the premises of the registered office in the name of the company
Notarised 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
Authorisation from the owner or authorised occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office
Proof of evidence of 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
Board Resolution
* (All documents in Pdf scanned. Image file in jpeg format)
* (All documents to be Self Attested and signed on each page)
Change of Registered office within city limits or from one ROC to another within same city limits
Collect information and documents
Drafting of resolution
Drafting of paperwork relating to General Meeting
Filling and submission of requisite Forms
Collect information and documents
Registered Office of the Company in different situation, can be changed as follows
Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same
in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company
that no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.
The alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the #Central Government on an application in such form and manner as may be prescribed.
Section 12 of the Companies Act, 2013 states that a company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.
The company has to furnish to the Registrar of Companies (ROC) verification of its registered office within a period of thirty days of its incorporation in form INC-22 as may be prescribed
The registered office is the place where the company's registers and records are kept, and where the company can be contacted for all official purposes. It is the address where the company's statutory books and records are kept, such as the register of members, minutes of meetings, and other important documents.
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The registered office must be a physical location and must be able to receive and acknowledge all communications and notices that are sent to it. The address of the registered office must be communicated to the Registrar of Companies (ROC) at the time of incorporation, and any change of address must also be notified to the ROC within a prescribed time period.
The registered office is an important aspect of a company's legal identity, and it must be maintained at all times to ensure that the company remains in compliance with the Companies Act, 2013.
A Company can change its registered office within the same state as follows:
Within local limits of city, town or village:
A Board Resolution is required, E-form INC -22 (Notice of situation or change of situation of registered office) has to be filed within 30 days of Board resolution.
Outside local limits of city, town or village, within the same RoC and same state:
Board Resolution and thereafter a Special Resolution passed at a General Meeting is required.
E-Forms MGT-14 and INC-22 have to be filed within 30 days of passing of Special resolution
From one ROC to other within the same state:
Board Resolution and thereafter a Special Resolution passed at a General Meeting is required Thereafter an application to Regional Director (RD) has to be made in E-Form INC-23.
Once approval is received form RD, the same has to be filed with the ROC in E-form INC-28, within 60 days from the date of order
E-Forms MGT-14 and INC-22 have to be filed within 30 days of passing of Special resolution
Alteration of Place of Registered Office
Special Resolution and approval of the Central Government is required in specified form and manner. Approval of Regional Director is required.
FAQs
How to intimate Ministry of Corporate Affairs about change of registered office of the company?
In case company has changed its registered office within local limits of the same city or place, intimation regarding the same has to be filed in Form INC-22.
Similarly, if company wishes to shift or change its registered office outside local limits of city, town or village, first eForm MGT-14 and then eForm INC-22 are required to be filed to Registrar of Companies (ROC) to give effect to such change.
In case, company wants to shift the registered office from one state to another state or from jurisdiction of one RoC to another, it needs to file following forms to give effect to such change:1) Form MGT-142) Form INC-23 - File application with Central Government in Form No.3) Form INC-284) Form INC-22
Where should the Company mention its Registered Office?
As per section 12 of the Companies Act, every company shall—
(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
(b) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications;
(c) as per Rule 26 of The Company (Incorporation) Rules, 2014 - Every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate Identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website.
How is verification of the Registered Office to be done?
As per Rule 25 of the The Company (Incorporation) Rules, 2014,
(1) The verification of the registered office shall be filed in Form No.INC.22 along with the fee, and
(2) There shall be attached to said Form, any of the following documents, namely :-
(a) the registered document of the title of the premises of the registered office in the name of the company; or
(b) the notarised 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;
(c) the 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
(d) the proof of evidence of 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.
Section 12 of the Companies Act- Registered Office of Company
(1) A company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.]
(2) The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.
(3) Every company shall—
(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefore are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
(b) have its name engraved in legible characters on its seal, if any;
(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; and
(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:
Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):
Provided further that the words “One Person Company’’ shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
(4) Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar 11[within fifteen days] of the change, who shall record the same.
(5) Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed,—
(a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and
(b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company:
Provided that no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.
(6) The confirmation referred to in sub-section (5) shall be communicated within a period of thirty days from the date of receipt of application by the Regional Director to the company and the company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation who shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.
(7) The certificate referred to in sub-section (6) shall be conclusive evidence that all the requirements of this Act with respect to change of registered office in pursuance of sub-section (5) have been complied with and the change shall take effect from the date of the certificate.
(8) If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.
(9) If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-section (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter.
Rule 27: Notice and verification of change of situation of the registered office.-
The notice of change of the situation of the registered office and verification thereof shall be filed in Form No. INC-22 along with the fee and shall be attached to said Form, the similar documents and manner of verification as are prescribed for verification of Registered office on incorporation
as above in terms of sub-section (2) of section 12.
Certification by a professional:
Certificate by practicing professional:
‘I further declare that I have personally visited the premises of the proposed registered office given in the form at the address mentioned herein above and verified that the said proposed registered office of the company will be functioning for the business purposes of the company (wherever applicable in respect of the proposed registered office has been given).’
The eForm INC-22 is required to be certified except filing by OPC, by a chartered accountant (in whole-time practice) or cost accountant (in whole-time practice) or company secretary (in whole-time practice) by digitally signing the eForm.
