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Change Registered Office

Between City within Same ROC & State

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To change the registered office of a company from one city to another city within the jurisdiction of same ROC and State, approval of its shareholders is mandatory. The shareholder's consent needs to be obtained in an EGM by passing a special resolution. The company is to file MGT-14 and INC-22 forms with ROC for effecting the change in its registered office. Team SETINDIABIZ helps to do the necessary filing at Just Rs. 5,000/-

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Change Registered Office

Change Registered Office

The registered office of a company is the address of the company which is recorded with the ROC as its registered address. As per law, a company is required to maintain its statutory registers and records at the registered address, such as minutes book, register of members, register of directors, etc. Under section 12 of the companies act, 2013 a company is required to paint or affix its name, and the address of its registered office, and keep the same painted or attached, on the outside of every office or place in which its business is carried on. In case a company is changing the registered office then the procedure to be followed differs based on below three situations.

Company Name Change
CHANGE WITHIN LOCAL LIMITS OF THE CITY ONE CITY TO ANOTHER WITHIN SAME ROC FORM JURISDICTION OF ONE ROC TO ANOTHER FROM ONE STATE TO ANOTHER STATE

Procedure to Change RO From one City to Another within Same ROC

01

Convene Meeting of the Board of Directors by giving at least 7 Days notice

To decide on the change of registered address of the company from current city to another city, however, within the jurisdiction of same ROC and State directors must meet in a legally convened board meeting. The notice sent to directors must contain the agenda of the meeting, and we suggest to include the proposed new registered address so that the directors come prepared. We strongly recommend following the standards prescribed by ICSI in SS-1 for board meetings.

02

Passing of Board Resolution for Change of Registered Address

The directors present at the board meeting must accept the change of registered office with a simple majority. The directors then shall authorise any of them to convene EGM for seeking shareholders consent with a special majority.

03

Convene an Extraordinary General Meeting (EGM) of Shareholders

The next logical step is to seek approval of the shareholders of the company for change of registered office from one city to another, within same ROC. The decision of shareholders can be taken only in a valid extraordinary general meeting. To convene an EGM, the directors must send notice to every shareholder of the company at least 21 clear days before the date of EGM. The notice of EGM must contain the agenda, draft of the proposed resolution to be passed as a special resolution.

04

Filing of Special Resolution to ROC in Form - MGT-14

The special resolution means a decision taken by more than 75% voting rights. The special resolution once adopted in the EGM is then filed before the ROC for their approval. The certified copy of the resolution is filed in Form -MGT-14 with the prescribed fee within 30 days of the passing of the resolution.

05

INTIMATION TO ROC OF NEW REGISTERED OFFICE IN INC-22

The company has to file an intimation to the ROC in Form No INC-22 within 30 days of the decision of the change of registered office by the shareholders. With the form INC-22, the proof of premises and copy of the special resolution of shareholder and evidence of filing MGT -14 must be submitted as an attachment.

List of Documents Required for Change of Registered Offoce

  1. List of directors of the Company
  2. List of Shareholders of the Company
  3. Extracts of the resolutions of board and EGM
  4. Proposed new registered office address
  5. Rent agreement in the name of company for new proposed address
  6. Utility Bill as proof of premises and a NOC from the owner of premises.
  7. Digital Signature of the authorised director
  8. Letterheads (approx 5) and rubber stamp of the company

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