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Procedure for change in Registered Office - Part 2

Ankur Garg 
on 11 August 2014

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Dear Professional Colleagues,

In my previous article titled “Procedure for change in Registered Office – Part 1” we had discussed about the importance of Registered Office of the Company along with Procedure for change in registered office of the Company from one place to another place within the local limits of the same city, town or village. You are advised to follow the link given below to read the first version of this series of articles:

Procedure for change in Registered Office – Part 1

Though we had already discussed the mode of changes in situation of registered office, still I would like to quote that change in registered office of the Company may be of 4 types:

A. Change in registered office from one place to another place within the limits of the same city, town or village. (Procedure already discussed in previous article)

B. Change in registered office to a place outside the local limits of the existing place but within the same State under the jurisdiction of the same Registrar of Companies.

C. Change in registered office to a place from the jurisdiction of one Registrar to that of another Registrar within the same State.

D. Change in registered office from one State to another State.

Procedure for Change in Registered office of the Company from One city to another city but within the same State under the same ROC

Through this write up we’ll discuss the procedure for Change in registered office to a place outside the local limits of the existing place but within the same State under the jurisdiction of the same Registrar of Companies. (Change in registered office address from one city to another city within the same state)

Secretarial procedure is given below:

1. Calling of Board Meeting: Issue notice in accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors. Main agenda for this Board meeting would be:

a. To Get in-principal approval of Directors for change in registered office from One city to another city but within the same State under the same ROC;

b. Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for shifting the registered office outside the local limits of any city, town or village where such office is situated. This Special resolution is required by virtue of Section 12(5)(a) of Companies Act, 2013.

c. To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013;

d. To authorise the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as approved by the board under clause 1(c) mentioned above.

2. Issue of EGM Notice: Issue Notice of the Extra-ordinary General meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013;

3. Holding of Extra Ordinary General Meeting: Hold the Extra-ordinary General meeting (EGM) on due date and pass the necessary Special Resolution under section 12(5)(a) of the Companies Act, 2013, for change in situation of Registered office of the Company from One city to another city but within the same State under the same ROC.

4. ROC Form filing: In case of change in situation of registered office of the Company from One city to another city but within the same State under the same ROC, 2 E-forms will be filed with concerned Registrar of Companies as per the details given below:

a. E-form INC.22 – For change in registered office address

As per section 12(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 within fifteen days of the change through filing of E-form INC.22, who shall record the same.

Attachments of E-form INC.22

i. Proof of registered office addresses (Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts not older than one month.

ii. Copies of the utility bills (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.

iii. Proof that company is authorized to use the address as the registered office of the Company (Authorisation letter from the owner or occupant of the premises along with proof of ownership or occupancy and it is mandatory if registered office is owned by any other entity / person (Not taken on lease by the Company).

b. E-form MGT.14 – For filing special resolution with ROC, passed for change in registered office address

For shifting Registered office of the Company from One city to another city but within the same State under the same ROC, special resolution is required to be passed under section 12(5)(a). Further as per section 117(3)(a), copy of every special resolution is required to be filed with concerned ROC through filing of form MGT.14 within 30 days of passing special resolution.

Attachments of E-form MGT.14

i. Notice of EGM;

ii. Certified True copy of Special Resolution;

iii. Certified True copy of Board Resolution may be attached as an optional attachment.

Specimen of Special Resolution for shifting of registered office from from One city to another city but within the same State under the same ROC

“RESOLVED THAT pursuant to the provisions of section 12 of the Companies Act, 2013 and any other provisions applicable, if any, consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from 348, Somesh Puri, Varansi (U.P.) to 50/B, Samsung Plaza, MG Road, Lucknow (U.P.).

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. Manoj Agarwal, Director of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of E-form INC.22 and MGT.14 as return of Change in address of registered office with the Registrar of Companies, NCT of Delhi and Haryana.”

Duty of the Company after change in Address:

As per section 12(3), every company shall 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.

Penalty for violation of Law Duty of the Company after change in Address:

As per section 12(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.

Disclaimer:

This write up is intended to start academic discussion on few significant interpretations under Companies Act, 2013. It is not intended to be a professional advice and should not be relied upon for real time professional facts. Readers are advised to refer relevant provision of law before applying or accepting any of the point mentioned above. Author accepts no responsibility whatsoever and will not be liable for any losses, claims or damages which may arise because of the contents of this write up.

I am hopeful that this write up would be of some help w.r.t. your professional working and endeavors under Companies Act, 2013. Kindly share your opinion.

Thanks

CS Ankur Garg

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