Clause (a) of sub-section (2) of section 146 of the Companies Act,1956, lays down that the registered office of a company shall not be shifted outside the local limits of any city, town or village where such registered office is situated unless the company passes a special resolution to that effect.
As a result of rapid urbanisation, cities frequently tend to expand beyond municipal limits. In view of this, the expression "local limits" in the aforesaid section of the Companies Act should be taken to mean both the local body limits and the postal limits, and where the two do not coincide, the wider of the two. (Circular No 19/72 dated 26-6-1972)
Shifting of registered office from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar in the same State
Detailed steps to be taken are being described hereunder:—
(i) seek approval of the Board of directors at a Board meeting. At the same meeting the Board may fix the date, venue and time for holding a general meeting to obtain the approval of the members by special resolution and the Board will approve the notice of general meeting and explanatory statement to be sent to the members.
(ii) hold a general meeting and get the approval of the members by way of special resolution subject to confirmation by the Regional Director
(iii) file certified copy of the special resolution alongwith the explanatory statement with the Registrar of Companies in e-Form 23 along with filing fees.
(iv) file an application in e-Form 1AD for obtaining confirmation of the Regional Director for change in the situation of registered office of the company within a State from the jurisdiction of one Registrar to the jurisdiction of another Registrar. The Regional Director shall communicate his confirmation within 4 weeks from the date of receipt of application for such change
(v) file a certified copy of the confirmation order obtained from the Regional Director to the Registrars of Companies in e-Form 21 with the prescribed fee as per Schedule X to the Act, within 2 months from the date of order communicated to the company.
(vi) file e-Form18 electronically within 30 days of the date of changing the registered office with both the Registrars alongwith the fees as per requirement of Schedule X to the Act.
(vii) give intimation of change in the situation of registered office to all the concerned and make necessary corrections in the name board, stationery and records of the company wherever it is required.
(viii) the Registrar shall issue a certificate indicating new Corporate Identification No. (CIN) to that effect and thereafter the company shall require to file all the documents with the Registrar of Companies, in whose jurisdiction, the registered office of the company has been situated.
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