Process of SHIFTING OF REGISTERED OFFICE SHIFTING OF REGISTERED OFFICE WITH IN STATE,
SHIFTING OF REGISTERED OFFICE
SHIFTING OF REGISTERED OFFICE WITH IN STATE,
Every
business organization has a principal place of business activities, which in
case of a company called its registered office. The address of the situation of
the registered office is very important from general public, shareholders,
customers and various other points of view. Every company is governed in
accordance with the provisions of the Companies Act, 2013, therefore, it is
mandatory for all companies to keep the Registrar of Companies informed about
the location of the registered office and changes
Thereto
from time to time. Promoters of the Company decide the State in which the
registered office shall be situated.
A registered office is the official address of a company
to which all official letters and reminders will be sent by any person, any
government or non government or regulatory body. In terms of Section 7 of the
Companies Act, 2013 (the “Act”), all registered companies are legally required
to have a registered office address in India from the date of commencement of
business or within thirty days from the date of incorporation whichever is
earlier. However, under the incorporation process effective as on date, the
proposed company is required to intimate the address of its proposed registered
office t the time of incorporation itself.
Out of
State Shifting of the Registered Office under the Companies Act, 2013
Provisions relating to shifting of the registered office from one state to
another are contained in Section 13(4) of the Companies Act, 2013 which are
detailed in the rule 30 of The Companies (Incorporating) Rules, 2014. In the
present article, this procedure has been given in a step by step manner for
easy understanding of the readers.
The
company shall on and from the 30th day of its incorporation have
a Registered Office capable of receiving and acknowledging all communications
and notices as may be addressed to it. This is very important because without
the Registered Office in place and a verification duly filed there under the
company cannot commence its business;
As per
section 12(2), it is duty of the Company to furnish to the ROC verification of
its registered office within a period of thirty days of its incorporation
in such manner as may be prescribed. Provisions related to Verification of
Registered office of the Company are given in Rule 25 of Companies
(Incorporation) Rules, 2014.
Registered Office of Company Mandatory for
following Some Purposes:
I.
Determination
the Jurisdiction of Court.
II.
Determination
of domicile of a company for all practical purposes.
III.
Inspections
of Registers and Records, as required to maintain under companies act at
registered office of company.
IV.
Determination
of Jurisdiction for payment of different types of duties.
This
Article is based on Procedure of Shifting of Registered Office of Company:
CHANGE IN LOCATION OF REGISTERED OFFICE
– SECTION- 12(5) AND 13(4):
The
Board of Directors of Company (Public or Private Limited) may find it necessary
to change the location of the registered office from time to time. There are
four ways to shifting of registered office as given below:
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Modes of Shifting of Registered Office
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S. No.
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Particulars
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A.
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Shifting
of the registered office from its “Existing location in a city, town or
village to another place within the limits of the same city, town or village”.
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B.
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Shifting
of the registered office to a place “Outside the local limits of the existing
place but in the same State” under the jurisdiction of the same Registrar of
Companies”.
[Section-
12, sub section- 5 clause- a]
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C.
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Shifting
of the registered office from the “Jurisdiction of one Registrar of the
Jurisdiction of another Registrar within the same State”.
[Rule-
28 of The Companies (Incorporation) Rules, 2014
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D.
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Shifting
of the registered office to another State in India. [Section-13(4)]
[Rule-
30 of The Companies (Incorporation) Rules, 2014
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STEPS FOR SHIFTING OF REGISTERED OFFICE
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S. NO.
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PROCESS
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Section- 12 & 13
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A.
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CALL BOARD MEETING
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Work Require to Done before calling of
Board Meeting
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ü Issue Notice of Board Meeting-[173(3)]
Call
Meeting by giving not less than 7 (Seven) days Notice in writing.
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ü Prepare Agenda of Board Meeting
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ü Prepare Attendance Sheet of Board Meeting
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Work Require to be Done at the time of
Board Meeting
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ü Place before Board Resolution of Shifting
of Registered Office.
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ü Get Approval of Directors by passing of
Board Resolution for shifting of Registered Office of Company (within the
local limit of city, town & village).
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B.
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FILLING OF E-FORM
WITH ROC
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E-FORM- INC-22
[Section-12 (2) & (4) Read with Rule 25
& 27 of the Companies (Incorporation) Rules- 2014.
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Attachments
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ü Copy of Board Resolution.
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Within 30 days of passing of BR.
[Section- 12(4)]
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ü *Proof of Registered Office Address.
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ü *Utility Bills.
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ü Proof that company is authorized to use the
address as the registered office of company.
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ü List of all the Companies (specifying their
CIN) having the same registered office address, if any
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C.
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Section
12(3): The change of Location of Registered office shall be noted in the Name
Board kept on the outside of every office of the company, its letter heads,
business letters, bills of exchange and other documents where the registered
office is mentioned
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Shifting of the registered office to a place “Outside the local
limits of the existing place but in
the same State” under the jurisdiction of the same Registrar of Companies
STEPS FOR SHIFTING OF REGISTERED OFFICE
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S. NO.
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PROCESS
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Section- 12 (5)(a)
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A.
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CALL BOARD MEETING
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Work Require to Done before calling of
Board Meeting
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ü Issue Notice of Board Meeting-[173(3)]
Call
Meeting by giving not less than 7 (Seven) days Notice in writing.
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ü Prepare Agenda of Board Meeting
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ü Prepare Attendance Sheet of Board Meeting
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Work Require to be Done at the time of
Board Meeting
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ü Place before Board Resolution of Shifting
of Registered Office.
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ü Get Approval of Directors by passing of
Board Resolution for shifting of Registered Office of Company (outside the
local limit of city, town & village within same state).
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ü Fix Day, Date, Time of Extra-ordinary
General Meeting.
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ü Place Draft Notice of Extra-ordinary
General Meeting before Board.
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ü Board will authorize Director to issue
Notice of Extra-ordinary General Meeting.
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B.
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CALL EXTRA-ORDINARY
GENERAL MEETING
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Issue Notice of Extra-ordinary General
Meeting [Section- 101(1)]
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ü Give Atleast 21 clear days Notice of
Extra-ordinary General Meeting through Electronic Mode or in Writing.
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ü Attach Explanatory Statement in Notice of
Extra-ordinary General Meeting. [Section-102]
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C.
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HOLD EXTRA-ORDINARY
GENERAL MEETING
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Work Require to be Done at the time of
Meeting
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ü Check the Quorum
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ü Check whether auditor is present, if not.
Then Leave of absence is Granted or Not. (As per Section- 146).
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ü Pass Special Resolution.[Section-114(2)]
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D.
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FILLING OF E-FORM
WITH ROC
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E-FORM- INC-22
[Section-12 (2) & (4) Read with Rule 25
& 27 of the Companies (Incorporation) Rules- 2014.
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Attachments
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ü Copy of Special Resolution.
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||
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Within 30 days of passing of SR.
[Section- 12(4)]
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ü *Proof of Registered Office Address.
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ü *Utility Bills.
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ü Proof that company is authorized to use the
address as the registered office of company.
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ü List of all the Companies (specifying their
CIN) having the same registered office address, if any
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E-FORM- MGT-14
[Section-117 (3) (a)
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ü Notice along with Explanatory Statement.
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Within 15 days of passing of SR.
[Section- 12(4)]
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ü Certified True Copy of Special Resolution.
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ü Minute of General Meeting
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E.
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Section 12(3): The change of Location of
Registered office shall be noted in the Name Board kept on the outside of
every office of the company, its letter heads, business letters, bills of
exchange and other documents where the registered office is mentioned
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Shifting of
the registered office from the “Jurisdiction of one Registrar of the
Jurisdiction of another Registrar within the same State”. [Rule- 28 of the
Companies (Incorporation) Rules, 2014
STEPS FOR SHIFTING OF REGISTERED OFFICE
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S. NO.
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PROCESS
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Section- 12 (5) (b) Rule 28
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A.
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CALL BOARD MEETING
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Work Require to Done before calling of
Board Meeting
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ü Issue Notice of Board Meeting-[173(3)]
Call
Meeting by giving not less than 7 (Seven) days Notice in writing.
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ü Prepare Agenda of Board Meeting
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ü Prepare Attendance Sheet of Board Meeting
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Work Require to be Done at the time of
Board Meeting
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ü Place before Board Resolution of Shifting
of Registered Office.
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ü Get Approval of Directors by passing of
Board Resolution for shifting of Registered Office of Company (outside the
local limit of city, town & village within same state).
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|
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ü Fix Day, Date, Time of Extra-ordinary
General Meeting.
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ü Place Draft Notice of Extra-ordinary
General Meeting before Board.
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ü Board will authorize Director to issue
Notice of Extra-ordinary General Meeting.
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ü Board will authorize Director to file
application with Regional Director (after passing of Special Resolution in
General Meeting)
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B.
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CALL EXTRA-ORDINARY
GENERAL MEETING
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Issue Notice of Extra-ordinary General
Meeting [Section- 101(1)]
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ü Give Atleast 21 clear days Notice of
Extra-ordinary General Meeting through Electronic Mode or in Writing.
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ü Attach Explanatory Statement in Notice of
Extra-ordinary General Meeting. [Section-102]
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C.
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HOLD EXTRA-ORDINARY
GENERAL MEETING
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Work Require to be Done at the time of
Meeting
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ü Check the Quorum
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ü Check whether auditor is present, if not.
Then Leave of absence is Granted or Not. (As per Section- 146).
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ü Pass Special Resolution.[Section-114(2)]
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D.
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FILLING OF E-FORM
WITH ROC
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a)
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E-FORM- MGT-14
[Section-117 (3) (a)]
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ATTACEHMENTS
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b)
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Within 30 days of passing of SR.
[Section- 12(4)]
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ü Notice along with Explanatory Statement
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ü Certified True Copy of Special Resolution.
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ü Minute of General Meeting
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E-FORM- INC-23
[Section- 12(5) of the companies Act 2013.
Read with rule 28 of The Companies (Incorporation) Rules, 2014]
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ü Copy of Memorandum of Association and Article
of Association.
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ü Notice along with Explanatory Statement
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ü Certified True Copy of Special Resolution
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ü Minute of General Meeting
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ü Power of Attorney/vakalatnama/Board
Resolution- in favour of professional
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ü List of Creditors and Debenture Holders.
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ü Affidavit Verifying the application
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ü Affidavit regarding correctness of List of
Creditors
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ü Affidavit verifying list of employees.
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ü Affidavit by director no retrenchment of
employees.
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ü Details of prosecution/ inspection/
inquiry/ investment field against the company and its officer in default
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E-FORM- INC-28
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ü Attachments
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ü Copy of Order of Regional Director
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ü Copy of Special Resolution
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E-FORM- INC-22
[Section-12 (2) & (4) Read with Rule 25
& 27 of the Companies (Incorporation) Rules- 2014.
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Attachments
|
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ü *Proof of Registered Office Address.
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||
|
|
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ü *Utility Bills.
|
|
|
Within 30 days of passing of SR.
[Section- 12(4)]
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ü Proof that company is authorized to use the
address as the registered office of company.
|
|
|
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ü List of all the Companies (specifying their
CIN) having the same registered office address, if any
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E.
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After completing of above mentions
procedure the registrar of company will issue a certificate. (Change will
take effect from the date of the registrar’s Certificate).
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F.
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The second proviso rule 28 provides that
shifting of registered office shall not be allowed if any inquiry, inspection
or investigation has been stared against the company or prosecution under the
Act is pending.
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G.
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Section 12(3): The change of Location of
Registered office shall be noted in the Name Board kept on the outside of
every office of the company, its letter heads, business letters, bills of
exchange and other documents where the registered office is mentioned
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Proof of Registered
Office Includes:
ü Conveyance
ü Lease
Deed
ü Rent
Agreement (along with rent receipt not older than 1 (one) month.
*
Utility Bill: Depicting the address of the
premises in the name of the owner and documents
Should note be older than 2 (Two) months.
ü Telephone
Bill
ü Gas
Bill
ü Electricity
Bill etc
VERIFICATION OF
REGISTERED OFFICE: (Rule- 25 of the Companies (Incorporation) Rules, 2014
I.
If Premises is on the name of company:
The registered document of the title of the premises of the registered office
“in the name of company”.
II.
If Premises is not on the name of company, not on rent and
not on Lease: Than Authorization from the owner of
the premises + along with the proof of ownership and NOC in the favour of
Company for use of the premises by the company as its registered office.
III.
If premises is taken on Lease:
The Notarized Copy of Lease
deed in the name of the company along with a copy of rent paid
receipt not older than
one month.
IV.
If premises taken on Rent: The Notarized
Copy of Rent Agreement
in the name of the company along with a copy of rent paid receipt not older than one month.
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