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Section 12 mandates all the companies to have registered office either at the time of incorporation or within 30 days of incorporation. Registered office of a company is a place where all the communications and notices may be sent. The situation clause of Memorandum of Association contains the state in which registered office of the company is situated. However, the notice of detailed address is required to be given in form INC-22 to Registrar of Companies. Any change in the situation of registered office is also required to be notified to Registrar of Companies within 30 days in e- Form INC- 22 along with prescribed fees.
TYPICALLY, THE FOLLOWING DOCUMENTS MUST BE SUBMITTED WHILE DECLARING A REGISTERED OFFICE OF A COMPANY DURING INCORPORATION:
Electricity Bill / Water Bill / Property Tax Receipt
No-Objection Certificate (NOC) from Landlord for Registered Office
Rental or Lease Agreement between Landlord and the Company
It is important to note that the name and address mentioned on the electricity bill / water bill / property tax receipt exactly match the NOC Certificate from Landlord and the Rental Agreement. Further, the registered office of a company cannot be a vacant land or building under construction. However, there is also no requirement for the registered office to be a commercial or industrial property. The registered office of a company can also be a residential property.
CHANGE OF REGISTERED OFFICE OF THE COMPANY FROM ONE CITY TO ANOTHER BUT WITHIN THE SAME STATE:
• If a company shifts it RO outside the city limits but within the same state, a special resolution is required to be passed in the general meeting.
• The company is required to send notice along with explanatory statement to the members of the company.
• In the meeting the shareholders shall vote on the matter of changing of RO to another city but within same state and pass a special resolution
• The resolution passed shall be filed with MCA in Form MGT-14 within 30 days of passing of the said resolution.
CHANGE IN REGISTERED OFFICE OF THE COMPANY WITHIN THE LIMITS OF THE CITY:
• If a company relocates it RO within the local limits of the city or town, it can do so even without the permission of the shareholders or any other authority.
• However, the company must notify the change to the registrar within the prescribed time in Form INC-22, along with other relevant documents and fee.
CHANGE IN REGISTERED OFFICE OF THE COMPANY FROM ONE STATE TO ANOTHER STATE:
Following is the procedure for shifting the RO from one state to another state:
• Prepare a draft of altered memorandum and articles of association of the company describing the new address clause.
• The company is required to hold a board meeting to pass the resolution of change of RO from one state to another along with the resolution to call for Extraordinary General Meeting (EGM).
• Convene an EGM of shareholders and pass the special resolution by the members for a change of the company in Memorandum of Association (MoA).
• The company is required to file the certified copy of the resolution passed in EGM in form MGT-14 within 30 days of the passing of the resolution, to MCA, along with the prescribed fees.
• Further, an application in form INC 23 is to be filed for seeking approval for alteration of MoA with regards to the relocation, with the federal government along with the following documents:
Copy of the amended MoA and AoA of the company;
Copy of minutes of general meeting.
Certified Copy of Special Resolution.
Certified Copy of Board Resolution.
List of creditors and/or debenture holders of the company who are entitled to claim objection to the proposed application, along with their address, nature of debt, and amount due.
Copy of letter of authorization, i.e. board resolution for the person who will appear in the hearings, if any; and
Affidavit from the directors that no employee shall be retrenched because of shifting of RO from one state to another.
• The application must be sent to the chief secretary and registrar of the state where the RO of the company situates, along with other relevant authority like SEBI, if the company is listed; RBI, if the company is registered under RBI; and Income tax department.
• The company is also required advertise the application in two newspapers indicating that the RO of the company is proposed to be relocated to another state inviting objections – one in English language and another in Vernacular Language, 30 days prior to the hearing.
• If an objection is raised by any person whose interest is likely to be affected by the proposed application, the company is required to send the copy of the objection to the Regional Director (RD) on or before the hearing.
• Where no objection is received, the RD will put on orders without hearing. The RD may confirm the proposed change by passing an order with or without any modifications and/or terms and conditions.
Once the order is passed, approving the shifting of the registered office, file form INC 22 with supportive documents. Thereafter, file form INC-28 within 30 days of the order to make it effective.
Following is the list of documents required for shifting the RO from one state to another state:
List of directors of the company;
List of shareholders of the company;
List of creditors duly certified by the auditors of the company;
Copy of public notice published;
Copy of certificate of incorporation, MoA, and AoA;
Latest audited financial statement of the company;
Rent agreement in the name of the company for the new proposed address with utility bill as proof of premises and a no objection certificate (NOC) from the owner of premises. It is to be kept in mind that the bills should bear the name of the company along with the address that is to be used as the registered address of the company and it shall not be older than 2 months.
(Note: Shifting of office from one state to another state is not permitted if the company has any inquiry, inspection or investigation initiated against it or has any prosecution pending against it under the Companies Act.)