How to Change Registered Office of a Company

By Trademark Bazaar - 30th October 2017

How to Change Registered Office of a Company

Registered Office of the company can be changed by intimating to the Registrar of Companies by filing of appropriate form. Trademark Bazaar is here to  help file the statutory filings for change of registered office.

It is mandatory for every company to have a registered office from the fifteenth day of its incorporation in order to be able to receive and acknowledge all communication and notices that are addressed to it. In addition to this within the 30 days of the company incorporation, the verification of the registered office must be furnished to the Registrar.

 In case there is a change in the registered office of the company then the same shall be notified to the Registrar within 15 days of the change in form INC-22. The procedure of changing the registered office depends upon the place of change of the office. The various procedure which may be followed depending on the place of change are specified below-

Shifting the registered office of the company within local limits of the same city

In order to change the registered office of the company within the local limits of the same state, a board resolution is required to be passed. Further e-form 18 shall be filed within 30 days of the change with the registrar of companies within whose jurisdiction the registered office is situated.

Change in the registered office of the company outside the local limits of the city

A special resolution must be passed in the general meeting to effect the change in the registered office. E-form 23 along with the Notice of general meeting and the copy of the resolution passed along with the explanatory statement shall be filed with the registrar within 30 days of the approval. 

Change of Registered Office with a different ROC but within the Same State

When the company wants to shift its registered office from the jurisdiction of one registrar of companies to the other ROC then it is required to obtain an approval of the regional director in FORM INC-23. As soon as the regional director confirms this change, it has to file the same confirmation the ROC within 60 days. The ROC shall confirm the change of the address within 30 days of the filing.

Shifting of company registered office from one state to another state

The process of shift in the registered office of the company intrastate is not as simple as the change within the same state. In order to shift the registered office from one state to another, the company is required to amend its Memorandum of Association for which a special resolution is required to be passed. The resolution passed shall be filed with ROC in form MGT-14 within 30 days of passing the special resolution. Further, the approval of the central government shall be obtained in this regard in form INC-23. The documents to be attached along with the application in form 23 are mentioned below.

•    A copy of the special resolution passed by the members

•    A copy of memorandum of association and article of association

•    A copy of the notice of the general meeting along with an explanatory statement

•    Minutes of the general meeting wherein the resolution for alteration has been passed.

•    A list of creditors and debenture holders

•    A copy of board resolution or Power of Attorney

•    Document relation to payment of application fee

Central government shall dispose of the change of registered office application outside the state within 60 days of the application and before passing it may confirm that the change is with the consent of the creditors, debenture holders etc. The approval given by the Centre shall be filed with the registrars of both the states in which the old and the new registered office is situated. The registrar of the state wherein the new office will be located shall register the same and issue a fresh certificate of incorporation.

 

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