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Change Registered Office

from One ROC to Another within the Same State

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To change the registered address of company from the jurisdiction of one ROC office to that of another within a state, need approval from the Regional Director (RD) of the Ministry of Company Affairs. The company need to pass a special resolution in its EGM and after that publish the intention of change of registered office in newspapers. The process of shifting the registered office is though complicated, is simple when outsourced to SETINDIABIZ @ just Rs. 15,000/-

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Shift Regd Office Between ROC

Shift Regd Office Between ROC

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 four different situations.

Change Registered Office
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 Registered Office One ROC to Another in The Same State

01

Some States have two ROC, leading to the situation of changing RO from one roc to another!

In the state of Maharashtra and Tamilnadu, we have two offices of the ROC, hence while changing office within the same state but between two different ROC following steps need to be followed.

02

Case of Maharashtra!

In the state of Maharashtra, the ROC at Pune have jurisdiction over eight districts namely Ahmednagar, Kolhapur, Pune, Ratnagiri, Sangli, Satara, Sindhudurg and Solapur. For all other remaining districts of Maharashtra, the ROC at Mumbai have jurisdiction.

03

Case of Tamilnadu

In the state of Tamilnadu, the ROC at Coimbatore have jurisdiction over eight districts namely Coimbatore, Dharmapuri, Dindigul, Erode, Krishnagiri, Nammakal, Nilgiris, Salem. For all other remaining districts of Tamilnadu, the ROC at Chennai have jurisdiction.

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 the jurisdiction of one ROC to another within the same 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

Publication of public notice in newspaper

Once the special resolution is passed, and before 30 days of moving an application to the regional director (RD), the company shall publish a public notice in two newspapers having jurisdiction in the state, one in English language and another in the principal language of that state.

06

Notice to Creditor and State Government

The company shall before moving an application before the RD shall individually send notices to all its creditors, chief secretary of the state and all other regulatory authorities.

07

Application to RD for change of registered office in Form No -23

After 30 days of giving public notice, an application is filed before the concerned RD. In case there is no objection received by the RD office within 21 days of serving the notice RD considers the application and passes an order approving the shifting of registered office.

08

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 and order of the RD must be submitted as an attachment.

List of Documents Required For Change of Registered Office For One ROC to Another

  1. List of directors of the Company
  2. List of Shareholders of the Company
  3. List of Creditors duly certified by the auditors of the company
  4. Copy of Public Notice Published
  5. Copy of Certificate of Incorporation, MOA & AOA
  6. Latest audited financial statement of the company
  7. Rent agreement in the name of company for new proposed address
  8. Utility Bill as proof of premises and a NOC from the owner of premises.

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