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Shifting of Registered Office of Companies

Section 12 of the Companies Act, 2013 - Procedures for Changing Registered Office

The section outlines separate procedures for the change of a company’s registered office in the following different scenarios:

  1. Shifting within the same city, town, or village
  2. Shifting outside the city, village, or town but within the same state
  3. Transfer from the jurisdiction of one Registrar of Companies (RoC) to another RoC within the same state
  4. Shifting registered office from one state to another state
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    2.1 Shifting Registered Office Within the Same City, Village, or Town- Procedure

    1. Board Meeting: Convene a board meeting to approve the shift of the registered office.
    2. File Form INC-22: Notify the Registrar of Companies by filing Form INC-22 within 15 days of the change, along with the prescribed fee.
    3. Supporting Documents: Submit supporting documents, including:
      • A utility bill (not older than 2 months) for the new location.
      • A rental agreement (if the new office is rented) or conveyance deed (if the property is owned by the company).

    2.2 Shifting Registered Office Outside the Same City, Village, or Town but Within the Same State --Procedure

    1. Board Meeting: Convene a board meeting to approve the change in the registered office location.
    2. Extraordinary General Meeting (EGM): Hold an EGM to obtain the shareholders’ approval for the shift, passing a special resolution.
    3. File Form INC-22: File Form INC-22 with the Registrar within 15 days of the change, along with the required supporting documents and fee.
    4. File Form MGT-14: File Form MGT-14 with the Registrar within 30 days of passing the special resolution.

    2.3 Shifting Registered Office to the Jurisdiction of Another RoC Within the Same State

    When a company shifts its registered office within the same state but changes the jurisdiction of the Registrar of Companies (RoC), the following steps are required:

      1. Board Meeting: Convene a board meeting to approve the shift and to prepare for an EGM.
      2. EGM Approval: Hold an EGM and pass a special resolution to approve the change in registered office.
      3. Intimation to Chief Secretary: Notify the Chief Secretary of the state about the proposed shift and confirm that employee interests will not be affected.
      4. Approval from Regional Director: As per Section 12(5), approval from the Regional Director is needed. The company must file an application in Form INC-23 with the following documents:
        • Copy of the board resolution.
        • Copy of the special resolution.
        • A declaration that the company has not defaulted in paying dues to employees.
        • Consent from creditors or proof that provisions have been made for their payment.
        • A declaration that the company is not seeking a change in jurisdiction for pending court cases.
        • A copy of the intimation sent to the Chief Secretary.
      5. Regional Director Approval: The Regional Director will review the application and either approve or reject it within 15 days.
      6. File Form INC-28: Once approved, file a certified copy of the Regional Director’s order in Form INC-28 with the Registrar within 30 days.
      7. File Form INC-22: After approval, file Form INC-22 within 60 days of confirmation.
      8. Issuance of Fresh Certificate of Incorporation: The Registrar will issue a fresh certificate of incorporation reflecting the change of registered office and RoC jurisdiction.
      9. File Form MGT-14: File Form MGT-14 within 30 days of passing the special resolution.

    2.4 Shifting Registered Office from One State to Another State- Procedure

    1. Board Meeting: Convene a board meeting to discuss the shift and approve the necessary alteration to the Memorandum of Association (MOA).
    2. EGM Approval: Hold an EGM and pass a special resolution to approve both the shift of the registered office and the alteration of the MOA.
    3. Public Notice: Publish a public notice of the shift in Form INC-26 in two newspapers:
      • One in English and one in the local vernacular language of the district where the registered office is situated.
      • The notice must be published at least 30 days before applying for Central Government approval.
    4. Individual Notice to Creditors/Debenture Holders: Send individual notices to the company’s creditors or debenture holders via registered post with acknowledgment due, informing them of the proposed change.
    5. File Form INC-23: File an application for Central Government approval in Form INC-23 for the alteration of the MOA and shifting the registered office. The application must include:
      • A copy of the proposed MOA.
      • Minutes of the general meeting approving the resolution, including vote counts.
      • A list of creditors and debenture holders.
      • A declaration that no employee will be retrenched due to the shift.
      • Proof of notice sent to the Chief Secretary of the concerned state.
    6. Acknowledgment of Application: Submit an acknowledgment of the application to both the Registrar and Chief Secretary of the state.
    7. Central Government Approval: If no objections are raised, the Central Government will approve the application within 15 days.
    8. File Form INC-28: File a certified copy of the order from the Central Government in Form INC-28 with the Registrar of both states within 30 days of receiving the approval.
    9. File Form INC-22: After approval, file Form INC-22 with the Registrar within 60 days.
    10. Issuance of Fresh Certificate of Incorporation: The Registrar will issue a new certificate of incorporation reflecting the new registered office location in the other state.
    11. File Form MGT-14: File Form MGT-14 with the Registrar within 30 days of passing the special resolution.