Change in Registered address
The registered office of the Company is the address of the Company capable of receiving and acknowledging all communications and notices as may be addressed to it.
The Company can shift its registered office as follows:
- Within local limits of the Same City/ Town/ Village.
- From one City to Another City within same ROC/State.
- From one State to Another.
1. Shifting of registered office Within local limits of the same City/ Town/ Village
The Company may by passing the Board Resolution and with the approval of Registrar of Companies, may shift its registered office within the local limits of the same City/ Town Village.
For taking approval from Registrar of Companies, the Company shall file the notice of change in Form INC-22 with Registrar within 30 days of the change along with requisite documents and fees.
Documents required for filing Form INC-22
- New Address of Company
- Title document, If the new address is owned by the company, or
- Rent Agreement of the new address, or
- Utility Bill of Premises & NOC from Owner of the new address
- Copy of the Board Resolutions for filing with ROC
- Any other document as may be required
2. Shifting of registered office from one City to Another City within same ROC/State.
The process for shifting of registered office from one City to another City within same ROC/ State is same as in case of shifting within same city. The Company may by passing the Board Resolution and with the approval of Registrar of Companies, shift its registered office.
For taking approval from Registrar of Companies, the Company shall file the notice of change in Form INC-22 with Registrar within 30 days of the change along with requisite documents and fees.
Documents required for filing Form -INC-22
- New Address of Company
- Title document, If the new address is owned by the company, or
- Rent Agreement of the new address, or
- Utility Bill of Premises & NOC from Owner of the new address
- Copy of the Board Resolutions for filing with ROC
- Any other as may be required
3. Shifting of registered office from one State to Another
The process for shifting of registered office from one state to another requires approval of Board Shareholders, Registrar of Companies and Regional Director.
Steps involved in Shifting of registered office from one State to Another are:
Step 1: Holding of Board Meeting for the following
- Approval of change of Registered Office from one state to another
- Alteration of MOA
- Calling and approving of notice of Extra Ordinary General Meeting for aforesaid matter
Step 2: Holding of Extra-Ordinary General Meeting for Shareholder’s approval
Step 3: Filing of Special Resolution passed in Shareholder’s Meeting for shifting of registered office and alteration in MOA
Step 4:Advertisement in vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper with the widest circulation in the State in which the registered office of the company is situated.
Step 5:Serving of individual notice to creditor/ debentureholder/ depositor clearly indicating the matter, any person aggrieved shall raise objection within 21 days from the date of publication of such notice.
Step 6: Filing of application with complete set of documents with Registrar of Companies in E-Form GNL-1.
Step 7: Submission of documents at the office of Chief Secretary and Registrar of Companies.
Step 8: The application along with all necessary documents for seeking approval of the Central Government (Regional Director) for shifting of Registered office from one State to another shall be filed in Form- INC-23 along with the prescribed fee.
Step 9: Submission of documents at the office of Regional Director along with all the submissions made with ROC.
Step 10: After checking of application with all the Annexures the hearing will take place at the Regional Director office which should be represented by the company or practicing professional or advocate. The creditors, if any and the representatives of the company may also represent and are heard before making any order.
Step 11: The Central Government (regional director), if satisfied shall issue order for shifting of registered office and payment of requisite fees.
Step 12: The order so received from Central Government (regional director) shall be filed with registrar of Companies in form INC-28.
Step 13: The Company shall file E-Form INC-22 along with title documents of the premises where registered office of the Company is to be shifted.
Step: 14: To update PAN, TAN, GST registration etc. about the change of registered office.
Step 15: Apprise the change to all the vendors, service providers and update letter head, envelops, invoice and other things which contains the address of the Company.
Documents required for shifting of registered office:
- Board’s Resolution
- Shareholder’s Resolution
- List of Director, shareholders, Creditors, Debenture holders, depositors
- No Objection from Creditors, Debenture holders, depositors
- Application for shifting
- Affidavit verifying application
- Affidavit verifying list of creditors
- Affidavit from two directors stating that an application shall be filed with Chief Secretary of State
- Affidavit from two directors stating that no employees were retrenched during shifting of registered office
- Affidavit from two directors stating that full enquiry into affairs of Company, list of creditors are correct and there are no other debt or claim against the Company
- Declaration given by the Key Managerial Personnel or any two directors authorised bythe Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposedshifting or has made necessary provision for the payment thereof.
- a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending.
- Power of Attorney
- Annual Financial Statement of the preceding year alongwith the annual filing forms.
- Altered copy of MOA and AOA
- Proof of registered office address (Conveyance deed/ Lease Deed/ Rent Agreement etc)
- Utility Bill not older than two months
- Any other document as may be required.
Taxcellent will guide, advise and help you in drafting application, affidavitsand other relevant documents for shifting registered office. Our team of professionals will also represent the company in front of authorities and will attend the hearings on behalf of the Company as and when required.