Change in Registered Office of Company| Compliance under Companies Act, 2013

A registered office of a company is a place which is used by the Registrar of Company (RoC) or any other person for communicating with the company. A company may carry out other operations anywhere, however, a registered office is used for connecting with the company. Therefore, for the formation of a company, it is a prerequisite to have a registered office.  Company law contains detailed provisions related to the registered office of the company. 

Further, every state his its Registrar of Company and therefore, the jurisdiction of RoC shall depend on the address of the registered office. The inspection of various records or registers can be done at the registered office of the company.

However, if a company changes its registered office at any point of time then the company is required to follow a procedure given under company law to update RoC and other stakeholders about such change. Provisions related to registered office are given under Section 12 of Companies Act, 2013.

This write up aims to provide detailed knowledge on procedural aspects governing shifting of registered office of a company.

1. Why registered office is important

• Registered office provides a place where you can communicate with the company for all the practical purposes.
• It determines the jurisdiction of Registrar of Company.
• It can be reached for verification of all records and documents of the company in accordance with Companies Act, 2013.

Therefore, any changes in registered office is required to be intimated to the RoC and other stakeholders.

2. Procedure of Change in Registered Office

• Address of Registered office of the company determines the jurisdiction of RoC under which a company shall fall.
• In general, every state has a separate Registrar of Office. However, in some states, more than one RoC are appointed such as Maharashtra, Tamilnadu etc. and in some states one RoC is appointed for more than one state such as there is one RoC for Delhi and Haryana.
• Therefore, sometime change in place of registered office can lead to change in jurisdiction of RoC as well.
• Accordingly, as per Section 12 of Companies Act, 2013, separate provisions and procedures are given for following scenarios of changes in registered office:
  • Within same city, village or town;
  • Outside the same city, village or town but within the same state;
  • Transfer from jurisdiction of one RoC to another RoC in same state;
  • Change in registered office from one state to another state.

2.1 Changes in registered office within the same city, village or town

In case a registered office is shifted within the same city, village or town, the compliances are least stringent. A company is required to make following compliance:

1. Convene a board meeting to discuss and pass board resolution for shifting registered office within the same city.
2. Intimate the Registrar of Company about such change in Form INC-22 within 15 days alongwith prescribed fee.
3. Intimation is required to be filed with supporting documents such as utility bill, not earlier than 2 months of new place, rental agreement (if new place is rented property) or conveyance deed if property is self-owned by the company etc.

2.2 Change in the registered office outside the city, village or town but within same state

If new registered office is situated outside the city, village or town, then as per Section 12(5) of Companies Act, 2013, the company is required to obtain prior approval of shareholder. Accordingly,  the company has to make following compliances:

1. Convene a board meeting to discuss and approve the changes in place of the registered office;
2. Hold an extraordinary general meeting to obtain shareholders’ approval.
3. Obtain shareholders’ approval through special resolution.
4. File Form INC-22, alongwith supporting documents and prescribed fees, for verification of change in registered office within 15 days of change in location of registered office.
5. File MGT-14 within 30 days of passing a special resolution.

2.3 Change in registered office to jursiduction of another Registrar within same State

There can be a situation wherethe company changes its registered office within the same state but the jurisdiction of the Registrar of Company changes. E.g., Maharashtra has two RoCs in the name of RoC-Mumbai and RoC-Pune. So, a registered office may be shifted from the jurisdiction of RoC- Mumbai to RoC- Pune but the state shall not change.

The compliances in above scenario will be as under:

1. Convene a board meeting to discuss changes in place of the registered office and prepare for holding an extraordinary general meeting to obtain shareholders’ approval by sending out notices.
2. Call an extra ordinary general meeting and obtain shareholders’ approval via special resolution.
3. File an intimation to the Chief Secretary of the state about proposed shifting and that the employees interest is not adversely affected due to such shifting.
4. As per proviso to Section 12(5) of Companies Act, for the purpose of change in jurisdiction of RoC within the same state, the company is required to obtain prior approval of Regional Director. Accordingly, the Company shall file an application in Form INC-23 to alongwith prescribed fee and following documents:
   • copy of board resolution for change in location of registered office.
   • copy of special resolution.
   • declaration by Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen;
   • Either the consent of creditors for shifting or proof that necessary provision have been made for payment thereof ;
   • A declaration that the company is not seeking any change in the jurisdiction of the Court where cases for prosecution are pending;
   • acknowledged copy of intimation made to to Chief Secretary of the state.

5. The Regional Director shall examine the application and shall either approve or reject the same within 15 days from date of receipt of complete application.
6. File certified copy of order of the Regional Director approving the transfer of registered office within the same State in Form No.INC-28 with RoC along with prescribed fee within 30 days from the date of receipt of certified copy of the order.
7. Intimate the RoC about such change in Form INC-22 within a period of 60 days of date of confirmation.
8. The Registrar will register the change and issue a fresh certificate of incorporation including the change of location of the registered office and jurisdiction of the Registrar.
9. File MGT-14 with the Registrar within a period of 30 days of passing a special resolution.

2.4 Change in registered office from one State to another state

This type of change covers the situation where the company transferred its registered office from one state to another. For example, a company situated in Mumbai, Maharashtra wants to relocate its registered office to Gurgaon, Haryana. Below mentioned compliances are to be made by a company in such cases:

1. Convene a board meeting to discuss change in place of registered office along with alteration of memorandum of association.
2. Call an extraordinary general meeting and obtain shareholders’ approval via special resolution for shifting registered office from one state to another and alteration in memorandum of association.
3. Publish a public notice of change of registered office in Form INC-26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper with wide circulation in the State in which the registered office of the company is situated. 
4. Notice in Form INC-26 should be published note more than 30 days prior to applying for approval of the Central Government.
5. A copy of such advertisement shall be served on the Central Government immediately on its publication.
6. Further, the company shall serve an individual notice of shifting of location of registered office to debenture holders or creditors of the company through registered post with acknowledgment due so as to enable them to send their objection to the proposed change in location. 
7. Such notice should be served not more than 30 days prior to applying for approval of the Central Government.
8. Change in state of registered office will result in Alteration of Memorandum of Associations. As per section 13(4) of Companies Act, a company is required to obtain prior approval of Central government for such alternation in MOA.
9. The Company shall file an application for Central Government approval in Form No. INC.23 along with the fee and such application shall be accompanied by the following documents, namely:-
   • copy of memorandum of association, with proposed alterations;
   • copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of the number of votes cast in favour or against the resolution;
   • copy of board resolution or power of attorney or the executed vakalatnama, as the case may be.
   • List of creditors and debenture holders containing following details:
     • name, 
     • address, 
     • amount due; and 
     • nature, 

5. Such list of creditors and debenture holders shall be drawn up to the latest practicable date preceding the date of filing of application by not more than one month.
6. Such list shall be accompanied by declaration signed by the company secretary, if any, and minimum 2 directors (including managing director) stating that:
   • They have made a full enquiry into the affairs of the company and information given in the list is correct; and
   • No employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief secretary of the concerned State Government or the Union territory.

10. File an acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.
11. If objections are received, the Central Government will, after hearing, decide about confirmation /approving the shifting of location of registered office.
12. In case no objections are received, the Central Government will pass an order either approving or rejecting the application for shifting of registered office within a period of 15 days from the date of receipt of application.
13. The company shall File certified copy of order of the Central Government approving the alteration of memorandum for transfer of registered office company to another state in Form No.INC-28 along with fee with the Registrar of both States within 30 days from the date of receipt of certified copy of the order.
14. After the receipt of approval from the Central Government, file Form INC-22 with the Registrar within a period of 60 days of date of confirmation.
15. The Registrar will register the change and issue a fresh certificate of incorporation including the change of location of the registered office in a different State.
16. File MGT-14 with the Registrar within a period of 30 days of passing a special resolution. 

3. Actions to be taken after change in registered office.

Once the formalities relating to shifting of place of registered office are completed, following actions have to be taken by company with regard to change in location of registered office:

1. Publish a general public notice about change in location of registered office.
2. Update the address of the company’s registered office on the premises, wherever mentioned.
3. Print a new memorandum of association and articles of association with a new address.
4. Update address on all correspondences be it letterhead, emails, invoices, etc.
5. Change address on statutory registrations like GST, PAN, TAN and ITR in Income Tax, etc. and obtain new registration if required in case of GST.
6. Change address in bank accounts.
7. Update address in utility services like mobile, water, electricity, etc. 

4. Consequences for non-compliance

Any non-compliance in provisions of change in location of registered office will make the company and every person in default liable for a penalty of INR 1,000 for every day during which default continues subject to maximum of INR 1 Lac.