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Oct 17
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Posted by:MyEfilings
Procedure to change Registered Office of Private Limited

Every business organization has a place of business known as Principal place of Business. In case of a Company the Principal place of Business is Registered Office of the Company. Address of Registered Office of the Company is very important from the point of view of general public, creditors, suppliers, vendors, shareholders of the Company etc. Therefore it is mandatory for a Company to keep the Registrar of Companies informed about the place of Registered Office of the Company.

Change in Registered Office of the Company can be in the four different manners as mentioned below:

  • Change of Registered Office of the Company within limits of same town, city or village.
  • Change of Registered Office outside the limits of town, city or village but within the jurisdiction of same Registrar of Companies
  • Change of Registered Office of the Company from one Registrar to another but within the same State
  • Change of Registered Office of the Company from one State to another

In this article we will discuss the procedure of change of registered under all above manners

Procedure to change Registered Office within local limits of city, town or village

Procedure for change of Registered Office within the local limits of city, town or village is very simple. The Board of Directors of the company can pass a resolution in the meeting of the Board of Directors to the effect and inform the Registrar of Companies within 15 days of passing such resolution by filing Form INC-22. The procedure to be followed is as given below:

  • Call a Board Meeting in accordance with the provisions of Section 173(3)
  • Pass a Resolution for change in Registered Office of the Company within local limits of city, town or village
  • File Form INC 22 within 15 days of passing the Board Resolution with the Registrar of Companies within whose jurisdiction the Company is registered

Procedure to change Registered Office of the Company outside local limits of city, town or village

Change of Registered Office from one city to another can be done with approval from Shareholders of the Company. The procedure is explained below:

  • Convene a meeting of Board of Directors and get in-principle approval from the Board of Directors to change Registered Office from one city to another. Fix date of Extraordinary General Meeting to get approval of Shareholders by passing Special Resolution in the EGM and authorize director or Company Secretary of the Company to issue notice of EGM.
  • Hold Extraordinary General Meeting of the members of the Company and take their approval by passing Special Resolution for change of situation of Registered Office outside the limits of the city, town or village.
  • File Form INC 22 for Change of Registered Office and Form MGT 14 for filing Special Resolution with the Registrar of Companies

Procedure for change of Registered Office of the Company from the jurisdiction of one ROC to another but within same state

For changing of Registered Office from one ROC to another ROC but within the same state approval of Shareholders of the Company is required. Procedure for change of Registered office is explained as below:

  • Convene a Board Meeting and get in-principle approval from the Board of Directors to change Registered Office from jurisdiction of one ROC to another but within the same state. Fix date of Extraordinary General Meeting and authorize Director or Company Secretary of the Company to issue notice of the EGM.
  • Hold Extraordinary General Meeting of the members of the Company and take their approval  by passing Special Resolution for change of situation of Registered Office from one ROC jurisdiction to another but within the same state.
  • File Form INC 22 for change of situation of Registered Office of the Company and Form MGt-14 FOR FILING Special Resolution with the Registrar of Companies.

Procedure for change of Registered Office of the Company from one state to another

For changing Registered Office from one state to another, the Company needs to change situation clause of Memorandum and Articles of Association. A Special Resolution approving alteration of Memorandum and Articles of Association is required. An approval of Central Government is also required in case of change of Registered Office from one state to another. The application for change of Registered Office should be filed in Form INC 23 with the Regional Director with below mentioned attachments:

  • Extract of Special Resolution passed in General Meeting of the Company sanctioning change of Registered Office from one state to another.
  • Copy of Memorandum and Articles of Association
  • Copy of Notice of the General Meeting along with the explanatory statement
  • List of Debenture holders and Creditors of the Company

The Regional Director shall within 60 days of filing of INC 23 dispose the application for Change of Registered Office. The Regional Director may confirm that the change is being done with the consent of Debenture holders and Creditors of the Company. The approval received from the Regional Director shall be filed with the Registrar of Companies of both the states. The Registrar of Companies within whose jurisdiction the new Registered Office shall be situated will issue a fresh Certificate of Incorporation.

Click here for consultancy on changing Registered Office of the Company from one state to another.



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