Gradient72 800x419 1

Change In Registered Office of The Company

Aug 7, 2021 | Blog, Business

As per Section 12 of the Companies Act, 2013, any Change in the Registered Office of the Company, shall be reported to Ministry of Corporate Affairs, further many companies due to various reasons tend to change their Registered Office of the company.

A. PROCESS OF SHIFTING OF REGISTERED OFFICE WITHIN LOCAL LIMITS OF THE CITY.

1. Hold a BOARD MEETING and pass a Board Resolution for shifting of RO.

2. File E-form INC-22 with attach necessary documents.

Documents Required for E-form INC-22

1. Rent Agreement + Rent Receipt, of the new address.

2.Utility Bill of Premises & NOC from Owner.

3. Copy of the Board Resolutions for filing with ROC.

B. SHIFTING OF REGISTERED OFFICE WITHIN SAME ROC FROM ONE CITY TO ANOTHER CITY.

1. Hold a Board meeting for approval of notice of an Extra-Ordinary General Meeting.

2. Hold an Extra-Ordinary General Meeting of Shareholders of the company.

3. Pass a Special Resolution under section 117 of the Companies Act, 2013.

4. Authorize any Director to file necessary e-forms to ROC.

5. File E-form MGT-14 within 30 days of passing Special Resolution and attach necessary documents.

6. File E-form INC-22 and attach necessary documents

Documents Required for E-form MGT-14

1. Certified True Copy of the Resolution passed in the Extra-Ordinary General Meeting.

2. Notice of General Meeting along with explanatory Statement.

Documents Required for E-form INC-22

1. Certified True Copy of the Resolution passed in the Extra-Ordinary General Meeting.

2. Notice of General Meeting along with explanatory Statement.

3. Rent Agreement + Rent Receipt, of the new address.

4. Utility Bill of Premises & NOC from Owner.

C. PROCEDURE OF SHIFTING OF REGISTERED OFFICE FROM ONE ROC TO ANOTHER ROC WITHIN SAME STATE.

1. Hold a Board meeting and seek approval of Board of Directors to shift the Registered Office from the jurisdiction of one ROC to another and to convene an Extra-Ordinary General Meeting.

2. Hold an Extra-Ordinary General Meeting of Shareholders and Pass a Special Resolution under section 117 of the Companies Act, 2013.

3. Intimate the Chief Secretary of the state about the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.

4. File E-form MGT-14 within 30 days of passing Special Resolution and attach necessary documents.

5. Apply to RD in e-form INC-23 for taking approval.

6. File the order of RD to ROC in E-form INC-28 within 60 days from the date of order of RD.

7. File e-form INC-22 within 30 days of approval of INC-28 and attach necessary documents.

Documents Required for E-form MGT-14

1. Certified True Copy of the Resolution passed in the Extra-Ordinary General Meeting.

2. Notice of General Meeting along with explanatory Statement.

3. Altered copy of Memorandum of Association.

Documents Required for E-form INC-23

1. Board Resolution for shifting of registered office;

2. Special Resolution of the members of the company approving the shifting of registered office;

3. Declaration given by the Key Managerial Personnel or any two directors authorized by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof, Declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

4. Acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting

Documents Required for E-form INC-22

1. Proof of Registered Office Address such as Rent Agreement.

2. Utility Bill of Premises & NOC From Owner of the new address

3. Copy of the order of the RD

4. Certified true copy of the Resolution passed by the members along with Notice and Explanatory Statement as per Section 102.

D. PROCEDURE OF SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER

1. Call Board Meeting and pass the following Board Resolutions:

> For shifting of registered office from one state to another.

>For alteration of memorandum.

> Approval of notice of EGM and fix day, date and venue of the meeting of members.

> For authorizing and engaging Company Secretary or any other director for issue of notice of meeting of members and to represent the company before Regional Director.

2. Convene EGM and pass special resolution.

3. File e-form MGT-14 with ROC within 30 days from the date of passing of SR.

4. Prepare the application for shifting of registered office to be filed and obtain acknowledgment for sending the notice

√ Regional Director,

√ Registrar (ROC),

√ Chief Secretary of the State where the registered office is situated at the time of filing the application.

5. File E-form GNL-2 stating copy of application send to ROC.

6. Issue advertisement in form INC-26 in vernacular language newspaper and in English newspaper.

7. Serve individual notice to each creditor and debenture holder with acknowledgment due by speed post.

8. Within 30 days from the date of list of creditors, file an application to RD in e-form INC-23 for taking approval for shifting of RO.

9. Copy of order by RD, shall file with each of the ROC of the respective states in e-Form INC-28 within 30 days from receipt of order.

10. File e-form INC-22 within 30 days of receipt of order of RD.

Documents Required for E-form MGT-14

1. Certified True Copy of the Special Resolution passed in the Extra-Ordinary General Meeting

2. Explanatory Statement

3. Altered Copy of MOA

Documents Required for E-form GNL-2

1. Copy of Petition filed to ROC

Documents Required for E-form INC-23

1. A copy of Altered MOA;

2. Copy of minutes of EGM authorizing alteration;

3. Copy of Special Resolution sanctioning the alteration;

4. POA/Vakalatnama/BR

5. Affidavit verifying the application (as per Annexure A);

6. Copy of Newspaper Advertisement;

7. Proof of service of the application to the Registrar, Chief secretary of the state, SEBI or any other regulatory authority, (if applicable);

8. Declaration by directors about no retrenchment of the employees;

9. List of creditors & debenture holders duly verified;

10. Power of Attorney, Memorandum of appearance before RD;

11. Copy of receiving of petition from various departments

12. Copy of any Objections received;

13. Any other documents

Documents Required for E-form INC-28

1. Copy of order of RD.

2. Any other information can be provided as an optional attachment(s).

Documents Required for E-form INC-22

1. Proof of Registered Office Address such as Rent Agreement.

2. Utility Bill of Premises & NOC from Owner of the new address

3. Copy of the order of RD.

4. Certified true copy of the Resolution passed by the members along with Notice and Explanatory Statement as per Section 102.

ANNEXURE A:

List of Affidavits to be filed along with the Application are:

1. Affidavit for dispatch & publication of Newspaper

2. Affidavit for non-retrenchment of employees

3. Affidavit in terms of Rules

4. Affidavit No Dues from Govt.

5. Affidavit to Indemnify

6. Affidavit to verify application

7. Affidavit to verify creditors

8. Affidavit to verify the dispatch of Petition to Chief Secretary

    CAPTCHA ImageChange Image

    Recent Blogs

    Refund on Export of goods with payment of tax i.e., IGST

    Once you file Form GSTR-1 and provide Export details (Table 6A) along with Shipping bill details having Integrated Tax and Cess levied and also file Form GSTR-3B of the relevant tax period for which refund has to be paid, you are eligible to receive refund on account...

    GST Refunds on Export

    GST (Goods and Services Tax) is an indirect tax introduced in India on 01.07.2017, designed to streamline the indirect taxation system in India. As a comprehensive tax, GST replaced many indirect taxes like VAT, excise duty and service tax in India. It is applied at...

    Decrypting Cryptocurrency in India

    Cryptocurrency is one of the most highlighted ingenuity of the decade. Various countries deal with cryptocurrencies differently, e.g. in the USA, Bitcoin is treated as an asset. At the same time, Singapore recognizes Bitcoin as a valid currency, and Japan treats it as...

    Goods and Services Tax

    The Indian Government collects taxes that can be classified into Direct and Indirect Taxes. Direct Taxes refer to taxes imposed directly on the income, earnings, or profits of an individual or entity. These taxes are regulated and administered by the Central Board of...

    Taxation of Expatriate Employees in India

    Understanding the taxation of expatriate employees in India is crucial for both individuals and businesses. Navigating the complex tax laws can be daunting, but it’s essential for compliance and financial planning. Now in this blog, we will discuss the taxation rules...

    Why a Tax Advisor is Essential for Your Business

    Running a successful business involves a multitude of responsibilities, from managing finances and scaling operations to ensuring compliance with ever-evolving tax laws. While tax season can be a daunting time for business owners, partnering with a tax advisor can...

    MAKE AN IMPRESSION WITH US