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ALTERATION OF REGISTERED OFFICE CLAUSE
Following are the different cases where a shifting of registered office of a company requires certain compliance as per Companies Act-
Change within the local limits of same town
The change of registered office of the company within the local limits can be implemented by the Board of Directors.
A company by passing Board Resolution can change the situation of its registered office within the limits of same city, town or village. An intimation of the change of registered office and verification of registered address shall be given to the registrar in e-form INC-22, within 15 days of such change.
This does not involve alteration of memorandum.
Change outside the local limits of any city, town or village
According to Section 12(5) of the Act except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed,-
- in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and
- in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company.
Change within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies
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. Proviso to Section 12(5) provides that confirmation by the Regional Director will be necessary for changing registered office of a company from one place to another if the change of registered office is from the jurisdiction of one Registrar to the jurisdiction of another within the same State.
Section 12(6) states that the Regional Director, after hearing the parties shall pass necessary orders within a period of thirty days from the date of the receipt of the application. Thereafter, the company concerned shall file a copy of the said order with the Registrar of Companies (ROC) within a period of sixty days from the date of the confirmation order by Regional Director. The said ROC shall record the ordered changes in its records. The ROC of the state where the registered office of the company was previously situated, shall transfer all the documents and papers to the new ROC.
Rule 28 of Companies (Incorporation) Rules 2014 states that an application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in Form No. INC. 23 along with the fee.
The company shall, not less than one month before filing any application with the Regional Director for the change of registered office.-
- publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated and circulating in that district; and
- 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 twenty one days of the date of publication of that notice:
- Additionally, Form no MGT.14 is to be filed with the Registrar towards special resolution.
Change of Registered office from one State to another
The change of registered office from one State to another State involves alteration of memorandum, and the change can be effected by a special resolution of the company which must be confirmed by the Central Government on an application made to it [Section 13(4)].
According to Section 13(1), a company may, by special resolution and after complying with the procedure specified alter the provisions of its memorandum.
Further, the alteration of the provisions of the memorandum relating to the change of the place of its registered office from one State to another shall not take effect unless it is confirmed by the Central Government on an application made to it in the prescribed form and manner [Section 13(4)].
The Central Government shall dispose of the application under sub-section (4) within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debentureholders and other persons concerned with the company or that a sufficient provision has been made by the company either for the due discharge of all its debts and obligations or that adequate security has been provided for such discharge. [Section 13(5)].
A company shall, in relation to any alteration of its memorandum involving change of registered office from one State to another, file with the Registrar the special resolution passed by it in MGT 14 [Section 13(6)].
Where an alteration of the memorandum results in the shifting of the registered office of a company from one State to another, a certified copy of the order of the Central Government approving the alteration shall be filed by the company with the Registrar of each of the States within such time and in INC-22, who shall register the same, and the Registrar of the State where the registered office is being shifted to, shall issue afresh certificate of incorporation indicating the alteration. [Section 13(7)].