Shifting of Registered Office

CS Divesh Goyal
Practicing Company Secretary, Delhi

GOYAL DIVESH & ASSOCIATES
Mob: +91- 8130757966

csdiveshgoyal@gmail.com
SHIFTING OF REGISTERED OFFICE

GOYAL DIVESH & ASSOCIATES, Practicing Company Secretary
SHIFTING OF RETISTERED OFFICE WITH IN STATE,

STATE,
Section " 13 read with rule 30 of Companies
(Incorporation) Rules, 2014
Series"
Series" 44
Meaning of Registered Office:
Every business organization has a principal place of business activities, which
in case of a company called its registered office. The address of the situation
of the registered office is very important from general public, shareholders,
customers and various other points of view. Every company is governed in
accordance with the provisions of the Companies Act, 2013, therefore, it is
mandatory for all companies to keep the Registrar of Companies informed
about the location of the registered office and changes
Thereto from time to time. Promoters of the Company decide the State in
which the registered office shall be situated.
A registered office is the official address of a company to which all official
letters and reminders will be sent by any person, any government or non
government or regulatory body. In terms of Section 7 of the Companies
Act, 2013 (the Act), all registered companies are legally required to have
a registered office address in India from the date of commencement of
business or within thirty days from the date of incorporation whichever is
earlier. However, under the incorporation process effective as on date, the
CS Divesh Goyal
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proposed company is required to intimate the address of its proposed

registered office t the time of incorporation itself.
Out of State Shifting of the Registered Office under the Companies Act,
2013 Provisions relating to shifting of the registered office from one state
to another are contained in Section 13(4) of the Companies Act, 2013
which are detailed in the rule 30 of The Companies (Incorporating) Rules,
2014. In the present article, this procedure has been given in a step by step
manner for easy understanding of the readers.
The company shall on and from the 15th day of its incorporation have a
Registered Office capable of receiving and acknowledging all communications
and notices as may be addressed to it. This is very important because
without the Registered Office in place and a verification duly filed there
under the company cannot commence its business;
As per section 12(2), it is duty of the Company to furnish to the ROC
verification of its registered office within a period of thirty days of its
incorporation in such manner as may be prescribed. Provisions related to
Verification of Registered office of the Company are given in Rule 25 of
Companies (Incorporation) Rules, 2014.
Registered Office of Company Mandatory for following Some Purposes:
I.
II.
III.
Determination the Jurisdiction of Court.

Determination of domicile of a company for all practical purposes.
Inspections of Registers and Records, as required to maintain under
companies act at registered office of company.
IV.
Determination of Jurisdiction for payment of different types of duties.
CS Divesh Goyal
Mob: +91- 8130757966

This Article is based on Procedure of Shifting of Registered Office of Company:

CHANGE IN LOCATION OF REGISTERED OFFICE SECTION- 12(5) AND 13(4):
The Board of Directors of Company (Public or Private Limited) may find it necessary to change the
location of the registered office from time to time. There are four ways to shifting of registered office as
given below:
S. No.
A.
B.
C.
D.
Modes of Shifting of Registered Office

Particulars
Shifting of the registered office from its Existing location in a city, town or village to another
place within the limits of the same city, town or village.
Shifting of the registered office to a place Outside the local limits of the existing place but in
the same State under the jurisdiction of the same Registrar of Companies.
[Section- 12, sub section- 5 clause- a]
Shifting of the registered office from the Jurisdiction of one Registrar of the Jurisdiction of
another Registrar within the same State.
[Rule- 28 of The Companies (Incorporation) Rules, 2014
Shifting of the registered office to another State in India. [Section-13(4)]
[Rule- 30 of The Companies (Incorporation) Rules, 2014
A. Shifting of Registered office within the local limit of city, Town or village to
another place in within the limit of same city, town or village:
STEPS FOR SHIFTING OF REGISTERED OFFICE
S. NO.
A.
PROCESS
Section- 12 & 13
CALL BOARD MEETING

Work Require to Done before Issue Notice of Board Meeting-[173(3)]
calling of Board Meeting
Call Meeting by giving not less than 7 (Seven)
days Notice in writing.
Prepare Agenda of Board Meeting
Prepare Attendance Sheet of Board Meeting
Work Require to be Done at the Place before Board Resolution of Shifting of
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time of Board Meeting
B.
C.
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Registered Office.
Get Approval of Directors by passing of Board
Resolution for shifting of Registered Office of
Company (within the local limit of city, town &
village).
FILLING OF E-FORM WITH ROC
E-FORM- INC-22
Attachments
[Section-12 (2) & (4) Read with Copy of Board Resolution.
Rule 25 & 27 of the Companies
(Incorporation) Rules- 2014.
Within 15 days of passing of BR.
*Proof of Registered Office Address.
[Section- 12(4)]
*Utility Bills.
Proof that company is authorized to use the
address as the registered office of company.
List of all the Companies (specifying their CIN)
having the same registered office address, if any
Section 12(3): The change of Location of Registered office shall be noted in the Name
Board kept on the outside of every office of the company, its letter heads, business letters,
bills of exchange and other documents where the registered office is mentioned
B. Shifting of the registered office to a place Outside the local limits of the existing place
but in the same State under the jurisdiction of the same Registrar of Companies.
S. NO.
A.
PROCESS
Section- 12 (5)(a)
CALL BOARD MEETING

Work Require to Done before Issue Notice of Board Meeting-[173(3)]
calling of Board Meeting
Call Meeting by giving not less than 7 (Seven)
days Notice in writing.
Registered Office.
Company (outside the local limit of city, town &
village within same state).
Fix Day, Date, Time of Extra-ordinary General
Meeting.
Place Draft Notice of Extra-ordinary General
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Meeting before Board.
Board will authorize Director to issue Notice of
Extra-ordinary General Meeting.
B.
CALL EXTRA-ORDINARY GENERAL MEETING

Issue Notice of Extra-ordinary Give Atleast 21 clear days Notice of ExtraGeneral Meeting [Section- 101(1)]
ordinary General Meeting through Electronic
Mode or in Writing.
Attach Explanatory Statement in Notice of Extraordinary General Meeting. [Section-102]
C.
HOLD EXTRA-ORDINARY GENERAL MEETING

Work Require to be Done at the Check the Quorum
time of Meeting
Check whether auditor is present, if not. Then
Leave of absence is Granted or Not. (As per
Section- 146).
Pass Special Resolution.[Section-114(2)]
D.

E-FORM- INC-22
Attachments
[Section-12 (2) & (4) Read with Copy of Special Resolution.
Rule 25 & 27 of the Companies
Within 15 days of passing of SR.
[Section- 12(4)]
*Utility Bills.
E-FORM- MGT-14
[Section-117 (3) (a)
Notice along with Explanatory Statement.

[Section- 12(4)]
Certified True Copy of Special Resolution.

Minute of General Meeting
E.
Section 12(3): The change of Location of Registered office shall be noted in the Name
Board kept on the outside of every office of the company, its letter heads, business letters,
bills of exchange and other documents where the registered office is mentioned
Shifting of the registered office from the Jurisdiction of one Registrar of the Jurisdiction of
another Registrar within the same State. [Rule- 28 of the Companies (Incorporation) Rules,
2014
CS Divesh Goyal
Mob: +91- 8130757966

S. NO.
A.
PROCESS
Section- 12 (5) (b)
CALL BOARD MEETING

Work Require to Done before calling Issue Notice of Board Meeting-[173(3)]
of Board Meeting
Call Meeting by giving not less than 7 (Seven) days
Notice in writing.
Registered Office.
Company (outside the local limit of city, town &
village within same state).
Fix Day, Date, Time of Extra-ordinary General
Meeting.
Place Draft Notice of Extra-ordinary General
Meeting before Board.
Board will authorize Director to issue Notice of
Extra-ordinary General Meeting.
Board will authorize Director to file application with
Regional Director (after passing of Special
Resolution in General Meeting)
B.
CALL EXTRA-ORDINARY GENERAL MEETING

Issue Notice of Extra-ordinary Give Atleast 21 clear days Notice of Extra-ordinary
General Meeting [Section- 101(1)]
General Meeting through Electronic Mode or in
Writing.
Attach Explanatory Statement in Notice of Extraordinary General Meeting. [Section-102]
C.
HOLD EXTRA-ORDINARY GENERAL MEETING

Work Require to be Done at the Check the Quorum
time of Meeting
Check whether auditor is present, if not. Then
Leave of absence is Granted or Not. (As per Section146).
Pass Special Resolution.[Section-114(2)]
D.
At least 21 days before filling any application with Regional Director
CS Divesh Goyal
Mob: +91- 8130757966
Rule-28
of
The
Companies Publish a notice, at least once in a daily newspaper
(Incorporation) Rules, 2014
and one English news paper in which the registered
office of the company is situated
Notice clearly indicating the matter Individual Notice to each Debenture Holder
and stating any person whose
interest is likely to be affected by Individual Notice to each Depositor
proposed shifting may intimate to
the Regional Director within 21
Individual Notice to each Creditor of company
days of the date of notice/
publication.
E.
E-FORM- MGT-14
[Section-117 (3) (a)]
[Section- 12(4)]

ATTACEHMENTS
Notice along with Explanatory Statement
Certified True Copy of Special Resolution.
E-FORM- INC-23
Copy of Memorandum of Association and Article of
[Section- 12(5) of the companies Act
Association.
2013. Read with rule 28 of The
Companies (Incorporation) Rules,
2014]
Notice along with Explanatory Statement
Certified True Copy of Special Resolution
Power of Attorney/vakalatnama/Board Resolutionin favour of professional
List of Creditors and Debenture Holders.
Affidavit Verifying the application
Affidavit regarding correctness of List of Creditors
Copy of News Paper Advertisement.
Affidavit verifying list of employees.
Affidavit by director no retrenchment of
employees.
Details of prosecution/ inspection/ inquiry/
investment field against the company and its officer
in default
E-FORM- INC-28
Attachments
Copy of Order of Regional Director
CS Divesh Goyal
Mob: +91- 8130757966

Copy of Special Resolution
E-FORM- INC-22
Attachments
[Section-12 (2) & (4) Read with Rule
25 & 27 of the Companies

[Section- 12(4)]
*Utility Bills.

F.
After completing of above mentions procedure the registrar of company will issue a
certificate. (Change will take effect from the date of the registrars Certificate).
G.
The second proviso rule 28(2)(b) provides that shifting of registered office shall not be allowed
if any inquiry, inspection or investigation has been stared against the company or prosecution
under the Act is pending.
Section 12(3): The change of Location of Registered office shall be noted in the Name Board
kept on the outside of every office of the company, its letter heads, business letters, bills of
exchange and other documents where the registered office is mentioned
H.
* Proof of Registered Office Includes:

Conveyance
Lease Deed
Rent Agreement (along with rent receipt not older than 1 (one) month.
* Utility Bill: Depicting the address of the premises in the name of the owner and documents
Should note be older than 2 (Two) months.
Telephone Bill
Gas Bill
Electricity Bill etc
VERIFICATION OF REGISTERED OFFICE: (Rule- 25 of the Companies (Incorporation) Rules, 2014
I.
II.
If Premises is on the name of company: The registered document of the title of the premises of the
registered office in the name of company.
If Premises is not on the name of company, not on rent and not on Lease: Than Authorization from
the owner of the premises + along with the proof of ownership and NOC in the favour of Company
for use of the premises by the company as its registered office.
CS Divesh Goyal
III.
IV.
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If premises is taken on Lease: The Notarized Copy of Lease deed in the name of the company along
with a copy of rent paid receipt not older than one month.
If premises taken on Rent: The Notarized Copy of Rent Agreement in the name of the company along
with a copy of rent paid receipt not older than one month.
(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in

Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com) Disclaimer: The
entire contents of this document have been prepared on the basis of relevant provisions and
as per the information existing at the time of the preparation. Though utmost efforts has
made to provide authentic information, it is suggested that to have better understanding
kindly cross-check the relevant sections, rules under the Companies Act, 2013. The
observations of the author are personal view and the authors do not take responsibility of
the same and this cannot be quoted before any authority without the written

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CS Divesh Goyal

Practicing Company Secretary, Delhi

Mob: +91- 8130757966

SHIFTING OF RETISTERED OFFICE WITH IN STATE,

Mob: +91- 8130757966

proposed company is required to intimate the address of its proposed

Registered Office of Company Mandatory for following Some Purposes:

Determination the Jurisdiction of Court.

Determination of Jurisdiction for payment of different types of duties.

Mob: +91- 8130757966

This Article is based on Procedure of Shifting of Registered Office of Company:

Modes of Shifting of Registered Office

STEPS FOR SHIFTING OF REGISTERED OFFICE

CALL BOARD MEETING

Mob: +91- 8130757966

CALL BOARD MEETING

Mob: +91- 8130757966

CALL EXTRA-ORDINARY GENERAL MEETING

HOLD EXTRA-ORDINARY GENERAL MEETING

FILLING OF E-FORM WITH ROC

Notice along with Explanatory Statement.

Within 15 days of passing of SR.

Certified True Copy of Special Resolution.

Mob: +91- 8130757966

STEPS FOR SHIFTING OF REGISTERED OFFICE

Section- 12 (5) (b)

CALL BOARD MEETING

CALL EXTRA-ORDINARY GENERAL MEETING

HOLD EXTRA-ORDINARY GENERAL MEETING

At least 21 days before filling any application with Regional Director

FILLING OF E-FORM WITH ROC

Mob: +91- 8130757966

Proof that company is authorized to use the

* Proof of Registered Office Includes:

Mob: +91- 8130757966

(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in

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