Procedure for Shifting of Registered Office from the Jurisdiction of One ROC to another ROC within the same State
Dear All,
In my previous 2 articles of this series titled “Procedure for change in Registered Office” we had discussed about the importance of Registered Office of the Company along with:
a. Procedure for change in registered office of the Company from one place to another place within the local limits of the same city, town or village; and
b. Procedure for change in registered office of the Company from one place to another place outside the local limits of the same city, town or village.
You may refer the above 2 article at the link given below to:
Procedure for change in Registered Office – Part 1
Procedure for change in Registered Office – Part 2
We had already discussed the mode of changes in situation of registered office, so a quick recall would be enough. Change in registered office of the Company may be of 4 types:
A. Change in registered office from one place to another place within the limits of the same city, town or village. (Procedure already discussed in previous article)
B. Change in registered office to a place outside the local limits of the existing place but within the same State under the jurisdiction of the same Registrar of Companies. (Procedure already discussed in previous article)
C. Change in registered office to a place from the jurisdiction of one Registrar to that of another Registrar within the same State.
D. Change in registered office from one State to another State.
This is third Article of this series titled “Procedure for change in Registered Office”. In this article we shall discuss the procedure for Shifting of Registered Office from the Jurisdiction of One ROC to another ROC within the same State. Procedure in this regard is broadly governed by Rule 28 of Companies (Incorporation) Rules, 2014.
Related Law and Statutory Approvals required: Shifting of registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State involves amendment of Memorandum of Association (MOA) for which approval of shareholders by way of special resolution would be required. Further proviso to section 12(5) says no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.
Secretarial procedure is given below:
1. Calling of Board Meeting: Issue notice in accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors. Main agenda for this Board meeting would be:
a. Pass a board resolution to get in-principal approval of Directors for change in registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State along with and alteration in Memorandum of Association with regard to registered office clause;
b. Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for shifting the registered office.
c. To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013;
d. To authorise the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as approved by the board under clause 1(c) mentioned above.
2. Issue of EGM Notice: Issue Notice of the Extra-ordinary General meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013;
3. Holding of Extra Ordinary General Meeting: Hold the Extra-ordinary General meeting (EGM) on due date and pass the necessary Special Resolution, to get shareholders approval for change in registered office address from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State along with and alteration in Memorandum of Association with regard to registered office clause.
4. ROC Form filing: In case of change in situation of registered office of the Company from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State, few E-forms will be filed with concerned Registrar of Companies at different stages as per the details given below:
E-form MGT.14 – For filing special resolution with ROC, passed for change in registered office address
As mentioned above for shifting registered office of the Company special resolution is required to be passed. Accordingly as desired by section 117(3)(a), copy of this special resolution is required to be filed with concerned ROC through filing of form MGT.14 within 30 days of passing special resolution in the EGM.
Attachments of E-form MGT.14
i. Notice of EGM along with copy of explanatory statement under section 102;
ii. Certified True copy of Special Resolution;
iii. Altered memorandum of association;
iv. Altered Articles of association
v. Certified True copy of Board Resolution may be attached as an optional attachment.
APPLICATION FOR SEEKING APPROVAL OF REGIONAL DIRECTOR
1. As per Rule 28 of Companies (Incorporation) Rules, 2014, an application seeking confirmation from the Regional Director for shifting the registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State, shall be filed by the company with the Regional Director in Form no.INC.23 along with the fee.
2. The company shall:
3. Not less than one month before filing any application with the Regional Director, publish a notice, at least once in a daily newspaper published in English and another in local regional language of the district where the registered office is situated.
4. Serve individual notice on each debenture holder, depositor and creditor of the company, clearly indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice:
Provided that in case no objection is received within 21 days, the person concerned shall be deemed to have given his consent to the change of registered office proposed in the application.
5. To file petition/application with RD office E-form INC.23 is required to be filed with following attachments:
- Certified copy of the amended MOA and AOA
- Copy of notice of the General Meeting along with relevant explanatory statement under section 102;
- Certified True copy of Special Resolution;
- Copy of the minutes of the General Meeting in which special resolution was passed;
- Proof of service of the application to the Registrar, Chief secretary of the state , SEBI or any other regulatory authority, (if applicable)
- Copy of objections, (if received any);
Note: Kindly note that Form INC.23 is to be used in place of old form-1AD and 24AAA used under Companies Act, 1956 for the purpose of filing petition/application to Regional Director for approval to shift the registered office.
6. Duty of Regional Director to Intimate Company: As per section 12(6), it is duty of RD to communicate his confirmation to the Company within a period of 30 days from the date of receipt of application by the Regional Director.
7. Duty of Company to Intimate ROC: After getting the confirmation by the RD, Company is required to file certified true copy of such confirmation in e-Form INC.28 with the ROC under whose jurisdiction the old office is situated within a period of 60 days from the date of order of RD communicated to the company. [Section 12(6)].
8. Kindly note that Form INC.28 is to be used in place of old form-21 used under Companies Act, 1956 for the purpose of communicating/filing order of court or any other authority with ROC. Kindly refer mapping of e-forms issued by MCA.
9. As per section 12(4), notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change through filing of E-form INC.22, who shall record the same. Now company will file e-Form INC- 22 with both the ROCs along with the following attachments:
- Proof of registered office addresses (Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts not older than one month.
- Copies of the utility bills (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.
- that company is authorized to use the address as the registered office of the Company if the same is owned by any other entity/ Person (not taken on lease by company);
- Copy of order of competent authority;
- List of all the companies (specifying their CIN) having the same registered office address, if any;
10. Duty of ROC to register RD order: The Registrar shall within a period of 30 days from the date of filing of such RD confirmation by the Company, register the same and certify the registration and shall issue a fresh certificate indicating new CIN to that effect. This certificate shall be conclusive evidence that all the requirements of this Act with respect to change of registered office have been complied with and the change shall take effect from the date of the certificate.
11. Now it is duty of the company to make alteration in the MOA with respect to the state in every copy of Memorandum. Each stationery, banner, signboard, bills, invoice etc. must be updated with the new address and necessary advice should be sent to statutory authorities, shareholders, debenture holders, and other concerned parties.
Disclaimer:
This write up is intended to start academic discussion on few significant interpretations under Companies Act, 2013. It is not intended to be a professional advice and should not be relied upon for real time professional facts. Readers are advised to refer relevant provision of law before applying or accepting any of the point mentioned above. Author accepts no responsibility whatsoever and will not be liable for any losses, claims or damages which may arise because of the contents of this write up.
I am hopeful that this write up would be of some help w.r.t. your professional working and endeavors under Companies Act, 2013. Kindly share your opinion.
Thanks
CS Ankur Garg
CAclubindia
