How can a Registered Office can be shifted for Companies in India?

Rules relating buy back of shares of Indian Companies under the Companies Act and Companies (Share Capital and Debentures) Rules, 2014.

Shifting the registered office of a company in India involves following a specific procedure as per the Companies Act, 2013. The steps for shifting the registered office are as follows:

Steps involved for a company to shift its registered office in India

Step #1. Board Resolution

A board meeting must be held to pass a resolution approving the shifting of the registered office. The resolution should include the reasons for the shift and the new address of the registered office.

Step #2. Shareholder Approval

Shareholders’ approval is required through a special resolution passed in a general meeting. Notice of the meeting and the proposed resolution should be sent to all shareholders.

Step #3. Application to Registrar of Companies (RoC)

After obtaining shareholder approval, an application must be filed with the RoC within 30 days of passing the resolution. The application should be accompanied by the necessary documents, including the board resolution, shareholders’ resolution, altered copies of the memorandum and articles of association, and other required forms.

The application to the Registrar of Companies (RoC) for shifting the registered office should be done in a prescribed format and accompanied by necessary documents. Here are the details and forms typically required:

Application Form

The application for shifting the registered office is usually filed in Form INC-22 under the Companies (Incorporation) Rules, 2014. Form INC-22 is titled “Notice of Situation or Change of Situation of Registered Office.”

Documents Required

The following documents are typically required to be submitted along with the application form:

  1. Board Resolution: A certified copy of the board resolution approving the shifting of the registered office.
  2. Shareholders’ Resolution: A certified copy of the special resolution passed by shareholders approving the shift.
  3. Altered Memorandum of Association (MoA): A copy of the MoA reflecting the new registered office address.
  4. Altered Articles of Association (AoA): A copy of the AoA reflecting the new registered office address.
  5. Proof of New Registered Office Address: Documents like lease agreement, rent agreement, or ownership deed of the new registered office address.
  6. Notice of General Meeting: A copy of the notice convening the general meeting for shareholder approval.
  7. Minutes of General Meeting: A certified copy of the minutes of the general meeting where the special resolution was passed.
  8. Affidavit: An affidavit by the company secretary or a director stating that the company has complied with the necessary requirements for shifting the registered office.
  9. Filing Fee: The prescribed fee as per the Companies (Registration Offices and Fees) Rules, 2014 should be paid along with the application. The fee amount depends on the authorized share capital of the company.

Step #4. Public Notice

A public notice must be published in a widely circulated newspaper in the local language of the existing registered office and in English, informing the public about the change in the registered office address.

Step #5. Approval from RoC

The RoC will review the application and documents submitted. If satisfied, the RoC will issue a confirmation and update the company’s records with the new registered office address.

Step #6. Update in Official Records

The company must update its official documents, including letterheads, websites, stationery, and any other relevant material, to reflect the new registered office address.

It is important to note that the shifting of the registered office may have additional requirements depending on the nature of the change, such as obtaining approval from creditors, lenders, or other regulatory authorities.

The specific rules and regulations governing the shifting of registered office can be found in Section 12, Section 13, and Section 14 of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014.

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