Change in MCA Registered Office of the Company by HGC

A company may need to change its office. MCA has provided a specific procedure to change the address; this must be followed by the company.  

Types of change in a registered office 

1. Within the same city 
2. Within the same state and ROC 
3. To other ROC in the same state 
4. From one state to another and different ROC 

PROCEDURE 

1. Change in the office within the same city 

The process to change the registered office address the same city is the simplest process.

• Hold board meeting and pass a board resolution to change the registered office. 
• File the form INC-22 with MCA within 30 days of the date of the board resolution. 
• Attachment : Board Resolution, Utility bill for business address proof, NOC from owner and rent agreement if the place is rented. 

2. Change in the registered office within the same state and ROC 

If a company wants to shift the registered office from one city to another within the same state and ROC, then a company has to take permission from the shareholders. The process is as under. 

• Hold board meeting and pass a resolution to call the EGM. 
• Pass Special resolution in EGM, one can change the registered office.  
• File form INC-22 and MGT-14 with MCA within 30 days of the date of the resolution. 
• Attachment : Special Resolution, Utility bill for business address proof, NOC from owner and rent agreement if the place is rented. 

3. Changing office in the same state but in different ROC 

There are 2 registrars of companies in a large state such as Maharashtra and Tamil Nadu.  Hence, it may happen that the registered office of the company is shifted within the state but the ROC changes. There is a different procedure for implementing such a change.  

4. Changing office from one state to another state 

Here, the registered office is shifted from one state to another. Hence the procedure is somewhat different from others. Further, the MOA of the company is to be altered because the state of registered office changes. 

• Hold a board meeting and pass a resolution to call an EGM. 
• Pass a Special resolution in EGM for shifting of office as well as for alteration of MOA and file the resolution MGT-14 with MCA within 30 days. 
• Publish an advertisement of shifting of office not more than 30 days before the date of application to RD. It must be published in at least in 1 vernacular newspaper and in an English newspaper. 
• Company shall also send notice to the creditor and debenture holder if any and to any other regulatory body as applicable to the company. 
• File an application for shifting the registered office to Regional Director along with the specified documents. 
• If any objection is received then there will be a hearing with the central government and necessary order will be passed. 
• If the company does not receive any objection then the order will be passed without any hearing.  
• The company has to file the confirmation received from the RD to both the ROC within 30 days from the date of the order. 
• File form INC-22 to ROC for shifting of office within 30 days from the receipt of the confirmation from RD with the required documents. 

After the address change

On receipt of approval for all the forms filed with MCA, the procedure for shifting the registered office gets completed. After which a company needs to update its address at all applicable places. It includes changes in PAN, TAN, bank accounts, all other registrations and licenses, alteration in each copy of MOA, stationery, etc.

Board Resolution

<<On Company Letterhead>>

_________________________________________________________________________

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [Name of Company], HELD ON [Date], AT [Address].

_________________________________________________________________________

The Director Mr./Mrs. [Name of Director], informs to the board that as the company has decided to change its registered office from [Current Address] to [New Address], same is required to be intimated, to the registrar of companies as well.

RESOLVED THAT in terms of section 12 of Companies Act 2013, other applicable provisions, and the relevant rules made thereunder, the registered office of the company be shifted from [Current Address] to [New Address] with effect from [Date of Shifting].

FURTHER RESOLVED THAT the directors and company secretary of the company hereby severally authorised to communicate and intimate regarding change of registered office of the company to various stakeholders like bankers, suppliers, and customers, etc. and get the registered address changed on various other business and statutory registration like PAN, TAN, GST, IEC, etc.

FURTHER RESOLVED THAT Mr./Mrs. [Name of Director] director of the company is hereby authorised to file necessary e-forms with the registrar of companies and to do all such acts which are necessary to give effect to the above resolution on behalf of the company.

CERTIFIED TRUE COPY

For [Name of Company]

 

[Name of Director]
Director
DIN:
Date:

Extra-Ordinary Meeting

_________________________________________________________________________

CERTIFIED TRUE OF THE RESOLUTION PASSED AT THE [NO OF MEETING] EXTRA – ORDINARY GENERAL MEETING OF THE MEMBERS OF [NAME OF THE COMPANY] HELD AT THE REGISTERED OFFICE OF THE COMPANY AT [ADDRESS] ON [DAY] [DATE] [TIME].
_________________________________________________________________________

“RESOLVED THAT Pursuant to Provisions of section 12 and any other provisions of the Companies Act ,2013 and Companies (Incorporation) Rules, 2014 and any other applicable provisions if any, the Registered office of the company be and is hereby shifted from its present location at [current address] to[new address].”

“RESOLVED FURTHER THAT, [Name of Director], Director of the Company and/or [Name of Company Secretary], Company Secretary of the Company, be and are hereby authorized to sign, execute any deeds, documents and file with the Registrar of Companies, the required e-form/s, and any other statutory body or if required verification of the situation of the registered office of the company.”

Certified to be true
For [Name of Company]

[Name]
Director/Company Secretary
[DIN/M. No.]

EXPLANATORY STATEMENT ANNEXED TO THE NOTICE OF THE GENERAL MEETING OF THE COMPANY.

Item No……

As per Provision of section 12 of the Companies Act, 2013 read with rule 27 of Chapter II The Companies (Incorporation) Rules, 2014 relating to be procedure to be followed for, shifting of registered office of Company outside the local limits of any city or town requires approval of the members by Special Resolution.

The Registered office of the Company is presently situated in [current address], Now the Board of Directors of the company at its meeting held on [date of Board Meeting]decided that the registered office of the Company is to be shifted to [new address], a place outside the local limits of the town where the company’s registered office is presently situated but which is situated within the same State, with a view to improve operational efficiency, the Board of Directors Considered and subject to approval of members, approved the proposal of shifting registered office to [new address].

The Board recommends the proposed special resolution to the members of the Company for their consideration and approval.

None of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution of item No….

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Disclaimer: The information is provided purely for informational and educational purpose only and based on my understanding/knowledge. This does not constitute any legal advice or legal opinions. Therefore I cannot take any responsibility for the result or consequences of any attempt to use or adopt any of the information presented in this article.

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For Change the registered office

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