The first step in moving your company's registered office from one state to another is to change your ROC.
Here, we detail the step-by-step process for moving your registered office from one state to another. To simplify things, let's begin with "What is a registered office?".
The company's registered office is the principal place of business to which all communications from governmental authorities concerning the company are sent.
The founder gives the company or LLP's registered office at the time of incorporation, and certain documents must be kept there.
The Registered office of a company
All official correspondence regarding a corporation is sent to the company's registered office.
A corporation may also have a corporate office, administrative office, branch office, factory, etc., in addition to its registered office.
Nevertheless, only the company's registered office of the company needs to be registered with the MCA (Ministry of Corporate Affairs).
A corporation can open any additional offices or sites without notifying the ROC first..
The business's enrolled office of the business will also ascertain the company's domicile (State of Incorporation).
The Registrar of Companies (ROC) to whom the application for company registration must be made is determined by the state or location of the Company's registered office.
All changes in the registered office address must be reported to the Registrar of Companies (ROC) within a specified period.
Company Registration Requires a Registered Office
The principal office of a corporation is where all correspondence from governmental bodies addressing the corporation is sent.
Businesses must have an office from the beginning of operations or within 30 days of incorporation.
Each company is allowed by law to operate out of several trading premises, and only one Registered Office, according to India's Companies Amendment Act of 2017.
It is critical to declare the Company's registered office and offer documentary evidence at the time of incorporation.
Customarily, the following documents must be provided when declaring a company's registered office during incorporation:
No-Objection Certificate (NOC) from Lender for Registered Office Rental or Rental Contract between Homeowner and the Company Electricity Bill / Water Bill / Property Tax Receipt
The name and address are shown on the water bill, power bill, property tax receipt, and landlord NOC certificate must match those listed on the rental agreement.
Additionally, a company's registered office must be a well-developed lot or a structure still under development.
The registered office does not have to be a business or industrial facility. A company's registered office can be home.
The Companies Act of 2013 allows the firm to specify a temporary location if it has yet to choose its registered office when applying for formation.
Within 15 days of the Company's establishment, the registered office must subsequently be stated by filing INC 22.
Changing or Shifting of registered office from one state to another
Any additional changes to a company's registered office after it has been notified by filing INC 22 must be communicated to the ROC.
Any alteration to the registered office address that takes place within the same city, town, or village must be reported within fifteen days by completing the necessary paperwork.
Any time a business's registered office is moved outside a city, town, or village, a special company resolution must be enacted to authorize the new address.
The Regional Director of the ROC must approve before a company's registered office can be moved from one jurisdiction within a ROC to another.
Requirements That Must be met Before shifting of registered office from one state to another
- The company must get the central government's (regional director) permission to move the registered office from one state to another.
- According to Section 110, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, a 3. Special resolutions under this method must be passed only by postal ballot if the Company has more than 200 members.
- If the firm has been the subject of an examination, inspection, or investigation, or a case has been filed against the company under the Act, moving the registered office is prohibited. [The Companies (Incorporation) Rules, 2014's Section 30(9)]
The procedure that must be followed when moving a registered office from one state to another:
- Call a Board of Directors Meeting [According to section 173 and SS-1]
To approve the plan to move the business's registered office, the firm must call a meeting of its board of directors.
Within 15 days following the completion of the board meeting, draft minutes should be prepared and distributed to all directors for feedback through hand delivery, speed post, registered mail, courier, or email.
[Refer to the Guidelines for Preparing and Signing Board Meeting Minutes]
- Obtain the consent of shareholders. Call a general meeting under Sections 96 and 100 and Secretarial Standard (SS-2)
To approve the plan to relocate the business's registered office, the firm must call a general meeting of its members.
Prepare the general meeting minutes, have them signed, and assemble them appropriately.
- Submit Form MGT-14 to ROC
With the adoption of the Special Resolution in the General Meeting, the business must submit Form MGT-14 to the Registrar of Companies (ROC) within 30 days, along with the required fees and paperwork mentioned in the 2014 Companies (Registration offices and fees) Rules.
- List of Debenture Holders and Creditors Available for Inspection
The Registered Office should maintain a list of Creditors and Debenture Holders, if any, compiled up to not more than one month before the date of Application, available for inspection.
- Publicize an ad in a newspaper
The company must advertise in the Form INC-26 in the vernacular newspaper in the district's primary vernacular language and English in an English newspaper with a sizable readership in the State where the company's registered office is located not more than thirty days before the date of applying Form INC-23.
A copy of the commercial shall be served on the Central Government immediately after its publication by registered post with acknowledgement due, individual notice to the impact set out in clause (a) on each debt instrument and creditor of the company by registered post with recognition due, notice together with the duplicate of the proposal to the Registrar and the Securities and Exchange Board of India, in the case of publicly traded companies, and to the regulatory body.
- Send the Central Government Form INC-23 (Regional Director)
The Central Government (Regional Director) must receive an application in Form lNC-23 together with the required fee and supporting documentation when seeking approval to modify the memorandum about the location of the corporate headquarters from one State Government or Union territory to another.
- A copy of the association's memorandum, together with any suggested changes.
- Certified True copy of the notice of the general meeting and justification.
- Certified the executed vakalatnama, a true copy of the special resolution, a copy of the board resolution, a power of attorney, or another document, as applicable.
- A list of creditors and debenture holders, drawn up to the latest practicable date and no later than one month before the date the application is filed, shall be attached to the application. This list shall include the names and addresses of all creditors and debenture holders of the company, the types of debts, claims, and liabilities each party is responsible for, and the respective amounts each party owes.
Directors' affidavits
- Verification document for the application
- An affidavit attesting to the mailing of notifications
- Affidavit confirming employee layoffs Affidavit cc directors' promise to pay future obligations, liabilities, etc.
- Affidavit stating that the firm has not been the subject of any inquiries, inspections, or investigations, nor has it been charged with any crimes—additional attachments as listed in the e-form support kit.
- A certified copy of the order from the Central Government approving the alteration must be filed by the Company with the Registrar in each of the States in Form INC-28, together with the fee, within thirty days of the date of receipt of the certified copy of the order when an alteration to the Memorandum outcomes in the handover of the Registered office of a Company from one State to another.
Submit Form INC-22 to ROC
- File the E-Form INC-22 with the Registrar and the required fee as per the Companies [(Registration Offices & Fee) Rules 2014 and the accompanying papers within 30 days of approval of the change in the registered office's status.
- Special Resolution with Explanatory Statement: Certified True Copy.
- Copies of the Regional Director's directive and the Association's amended memorandum.
- Registration of the property's title in the business's name OR a notarized copy of the lease or rent contract in the business's name. A copy of the monthly payment receipt should be at most one month old.
- If the registered office is a property held by the Director and not leased by the Company, authorization from the Director to utilize the property as the registered office, together with confirmation of possession or occupancy, is required.
- A copy of a recent, two-month-old utility bill showing the registered office's address, such as one for telephone, gas, or electricity.
- A list of all other businesses with CINs that share the same apartment, tenement, or location as their registered office.
Certificate from ROC
The state's ROC is responsible for registering the change and issuing a new Certificate of Incorporation that reflects the change.
- Regulations 30 and 46(3) of the SEBI (LODR) Regulation from 2015, which govern notification to stock exchanges
Every Listed Company must notify the Stock Exchange (where the securities are listed) of the effective date of the change of the Company's Registered Office within 24 hours of the notice being registered by the ROC. Post the information on the Company's website within two working days of registering the notice.
- Compliances following ROC Change of Registered Office Approval
Following ROC clearance, the company must complete the following steps.
- The company may, at its discretion, publish a general notice in a newspaper(s) alerting all of its members and other stakeholders of the change in the location of its registered office.
- Change the registered office of the company's address outside of each office, structure, etc., where its operations are conducted, and do so in a prominent location with visible lettering.
- Replace the address on all business correspondence, letterheads, invoices, receipts, and other official publications.
- Update all the banks where the company has bank accounts with the new registered office address.
- To amend the Company's address in PAN and TAN, apply to the Income Tax Authority.
- The basic utility services providers, such as those for electricity, telephone, and internet connections, should be updated with the company's new address.
- Notify the Central Excise Authorities, Customs Authorities, Sales Tax Authorities, Service Tax Department, etc., of the Company's new address.
- Change the registered office's address with the NSDL, CDSL, and RTA as necessary.
- Submit Any Required Amendments Request under the following Acts
The Goods and Services Act, the Shops and Establishments Act, the Factories Act, the Foreign Exchange Management Act, the Inter-State Migrant Worker Act, the Private Security Agency Act, and other laws.
Read more,
How to Register a Deregistered Company
Conclusion
Under the Companies Act of 2013, shifting of registered office from one state to another is a complex and time-consuming procedure that needs the engagement of the business and the government and a significant paperwork process that must be completed before the change in the registered office.
A Special Resolution must be passed by the company at the EGM to shift the registered office from one state to another and amend the firm's MOA.
Form MGT-14 must be filed to the ROC within thirty days of the Special Resolution's acceptance, which will modify the registered office and the MOA.
FAQ's Related to process of shifting of registered office from one state to another
1. What is the penalty for non-compliance regarding registered office provisions under the Act?
A corporation must follow all of the Act's stipulations. Non-compliance with the Act's requirements will result in sanctions. The organization and each individual in default will be fined Rs. 1,000 for each day the default persists, up to a maximum of Rs. 1 lakh.
2. Can I change my registered office from a commercial to a residential address?
Yes, the address can be changed from commercial to home because a registered office can also be retained at a domestic address.
3. Can I change my registered office immediately after company incorporation?
Yes, updating it anytime the registration office is changed is possible. It can be amended at any moment after incorporation by following the procedure outlined in the Act.
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