All about shifting of registered office of company

Section-12 read with rule 25-31 of Companies (Incorporation) Rules 2014 of the Companies Act 2013 requires a company to have a its registered office (RO) within 30 days of its incorporation and at all the times thereafter to receive communication and notices as may be addressed to it and to furnish verification of RO within 30 days (60 days in case of IFSC Companies) of incorporation to the ROC of the state under whose jurisdiction the RO of the company is situated in for INC-22.

Section 12(4) of the Act says Notice of change in situation of RO shall be given to the ROC in the same form within 30 days (60 days in case of IFSC Companies) of such change.

CHECKLIST 1

IF NEW REGISTERED OFFICE IS WITHIN THE SAME CITY/TOWN/VILLAGE FROM WHERE THE EXISTING OFFICE IS SITUATED.

1. Call and convene Board meeting and pass resolution regarding shifting registered office address and authorizing CS or director for intimating the same to the registrar.
2. File form INC-22 along with the above mentioned attachments within 30 days of passing the Board resolution. 

CHECKLIST 2

IF NEW REGISTERED OFFICE IS OUTSIDE THE CITY/ TOWN/ VILLAGE BUT WITHIN THE JURISDICTION OF THE SAME REGISTRAR FROM WHERE THE EXISTING OFFICE IS SITUATED.

1. Call and convene Board meeting and pass resolution regarding shifting registered office address, calling EGM and authorizing CS or director for intimating the same to the registrar.
2. Call EGM.
3. Convene EGM and pass special resolution for shifting of registered office.
4. File form INC-22 along with the above mentioned attachments within 30 days of passing the resolution.

CHECKLIST 3

1. IF NEW REGISTERED OFFICE IS WITHIN THE SAME STATE BUT UNDER THE JURISDICTION OF THE DIFFERENT REGISTRAR OR OUTSIDE THE STATE.

Call and convene Board meeting and pass resolutions

• regarding shifting registered office address,
• for calling EGM
• authorizing CS or director to file application to RD in form INC-23.
• authorizing CS or director for intimating the same to the registrar.

2. Convene EGM and pass special resolution for shifting of registered office.

3. Company shall at least one month before filing application in form INC-23, publish a notice regarding shifting in 2 Newspapers (1 in English and 1 in vernacular language) in form INC-26.

4. Serve individual notice to all depositors, creditors, debenture holders indicating that whosoever’s interest is being affected by the proposed shifting may send their objection to RD with a copy to the company within 21 days of publication of notice.

5. Send copy of application with the different authorities like Income tax department, Official Liquidator, Chief Secretary of the state or if company is listed to the SEBI and Stock exchange.

6. File application in form INC-23 with RD along with the following attachments.

• Altered MOA and AOA
• Board Resolution
• Copy of notice of EGM with explanatory statement
• CTC of special resolution
• Copy of minutes of general meeting
• POA/ Vakalatnama / Board Resolution
• Affidavit verifying application
• Declaration by KMPs or any 2 directors about no retrenchment of employees,
• Copy of newspaper advertisement for notice of shifting
• Proof of service of application to registrar, Chief Secretary and any other regulatory authority.
• Affidavit verifying list of creditors, debenture holders
• List of creditors, Debenture holders duly verified (Not more than 1 month old) stating Name, address, nature and amount due accompanied by declaration by CS, 1 WTD and 1 MD of the company as they have made full enquiry into the affairs and the list and amount is correct.
• Copy of objection if (received).

7. RD shall communicate the confirmation within 30 days of receipt of application.

8. File order of RD in form INC-28 within 30 days of receipt of order.

9. File form INC-22 along with the following attachments within 60 days of confirmation.

• Notice of Board meeting (if within local limits) + notice of EGM/AGM (if outside the local limits).
• Copy of BR (if within the local limits) + copy of SR (if outside the local limits)
• MGT-14 needs to be filed before filing application to RD.
• Permission of RD (File form INC-23 to RD for permission if outside the jurisdiction of ROC or another state.)
• NOC by the owner for using the premises for office use.
• List of companies having same registered office.
• Any utility bill like gas bill, electricity bill, mobile bill for address not older than 2 months.

10. ROC shall register the same and certify the registration within 30 days of filing the confirmation.