REGISTERED OFFICE CHANGE

As per Section 12 of the Companies Act 2013: Company shall within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.

The Registered office of a Company is the address of the company in the register of the company maintained by the Registrar of Companies (ROC).


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REGISTERED OFFICE CHANGE

Kinds of case for the shifting of registered address of the company

1. Change of Registered Office Within local limits of the Same City/ Town/ Village.
2. Shifting of Registered Office From one City to Another City within same ROC/State.
3. Shifting of the Registered Office from one city to another within the same ROC.
4. Shifting of Registered Office from one State to Another.

As per Rule 25 of the Company (Incorporation) Rules 2014

(1) The verification of the registered office shall be filed in Form No.INC.22
(2) There shall be attached to said Form, any of the following documents, namely :-
(a) the registered document of the title of the premises of the registered office in the name of the company; or
(b) the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month

As per Rule 25 of the Company (Incorporation) Rules 2014

(c) the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office and
(d) the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.


RPROCEDURE FOR CHANGE OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS OF THE SAME CITY/ TOWN/ VILLAGE

Step 1. Hold a Board meeting or pass Board resolution

Hold a meeting of its Board of directors of the company to take a decision by passing a resolutionfor shifting the registered office of the company to another place within local limits of city, town or village, where it is presently situated. To authorize Company Secretary or Chief Financial Officer or any director of the company to file notice of change of the situation of registered office with Registrar.

Step 2. Disclosure about change of Registered office ( Listed Company )

In case of listed company, make disclosure of the Board meeting to stock exchanges (where the shares of the company are listed), as soon as possible and not later than 24 hours from conclusion of Board meeting and post the same on website of the company within 2 working days. [Regulation 30 and 46(3) of the SEBI (LODR) Regulations, 2015]

Step 3. Filling of Form
INC-22

File the notice of change of the situation of registered office and verification thereof in Form INC-22 with Registrar within 30 days thirty days of the passing of the Board resolution along with requisite documents and fees.

Step 4. Change the old address with new address

Change the existing registered office address of the company with the new address: Outside of every office or place in which its business is carried on; On all business letters, billheads and all its notices and other official publications.

Step 5. Intimation of change

Inform the change in registered office of the company to all the statutory authorities, wherever the company is registered.

DOCUMENTS REQUIRED FOR FILING FORM -INC-22

1. Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement along with the rent receipts) etc.
2. Copies of the utility bills as mentioned above.
3. A proof that the Company is permitted to use the address as the registered office of the.
4. Company if the same is owned by any other entity/ Person.
5 . Copy of order of competent authority.


PROCEDURE FOR SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE IT IS PRESENTLY SITUATED WITHIN THE SAME STATE UNDER THE JURISDICTION OF THE SAME REGISTRAR OF COMPANIES

Step 1. Hold a Board Meeting

A. To pass a resolution, for shifting the registered office of the company to another place outside the local limits of city, town or village, where it is presently situated.
B. To pass a resolution for fixing time, date and venue for holding general meeting of the company for passing a special resolution.
C. To pass a resolution approving notice of the general meeting along with the explanatory statement

Step 2. Notice of General meeting

Issue notice along with the explanatory statement of the general meeting to each member, each director and the auditors of the company.

Step 3. Intimate to Stock Exchange

The listed entity shall intimate the stock exchange within 24 hours of the occurrence of the event where the securities of the company are listed.

Step 4. Publishment of Notice

If necessary, public notice of the general meeting may also be published in news papers.

Step 5. Hold GM and Pass SR

Send to each stock exchange, a copy of the proceedings of the general meeting in case of a listed company within 24 hours of the occurrence of the event [Refer regulation 30(6) of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015].

Step 6. Copy sent to Stock Exchange

Form MGT-7 is the annual return of the company, which is filed within 60 days of the holding of AGM. In the annual return of the company, all the significant changes that took place in the company during the financial year are reported. Please note it is a mandatory roc filing and applies to a company even if there is no business transaction. The details are prepared in MGT-9, which is also submitted as an attachment to MGT-7. If not filed, it will cost you Rs. 100 for each day of delay.

Step 7. Filing with ROC

File with ROC within thirty days of passing of the special resolution
a. Form MGT- 14 along with a certified true copy of the special resolution passed at the general meeting and the explanatory statement annexed to the notice of the general meeting along with the prescribed filing fee.
b. Form INC- 22,containing notice of change of registered office, along with the filing fee and copy of the special resolution.

Following documents have to be attached to form INC-22

A.Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement along with the rent receipts) etc.
B .Copies of utility bills as mentioned above.
C. A proof that the Company is permitted to use the address as the registered office of theCompany if the same is owned by any other entity/ Person.
– Copy of order of competent authority
– List of all the companies having the same registered office address, if any

Step 8. Issuance of Notice about change

Issue a public notice by an advertisement in newspaper(s) informing all the members of the company, other concerned persons about the change of registered office of the company so that they may address all future communications to the company at its new address.

Step 9. Change Address

Change address of the registered office of the company on all items of stationery, sign boards and at all other places wherever it occurs.

Step 10. Inform the Stock Exchange about change

Inform the stock exchanges, where the securities of the company are listed, about the change of registered office of the company.

Step 11. Painting of New Address

Get the new address of the registered office of the company painted on all the sign boards wherever they are displayed.

Written of New Address:-

Write new address of the registered office of the company on all records, registers including the register of members, share certificates, sign boards, name plates etc

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