Change in registered office address of Company from one city to another city within the same state

Procedure for Change in Registered office of the Company from One city to another city but within the same State under the same ROC

1. Calling of Board Meeting

Issue notice in accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors. Main agenda for this Board meeting would be:

a) To Get in-principal approval of Directors for change in registered office from One city to another city but within the same State under the same   ROC;

b) Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for shifting the registered office outside the local limits of any city, town or village where such office is situated. This Special resolution is required by virtue of Section 12(5)(a) of Companies Act, 2013.

c) To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013;

d) To authorise the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as approved by the board under clause 1(c) mentioned above.

2. Issue of EGM Notice

Issue Notice of the Extra-ordinary General meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013;

3. Holding of Extra Ordinary General Meeting

Hold the Extra-ordinary General meeting (EGM) on due date and pass the necessary Special Resolution under section 12(5)(a) of the Companies Act, 2013, for change in situation of Registered office of the Company from One city to another city but within the same State under the same ROC.

4. ROC Form filing

In case of change in situation of registered office of the Company from One city to another city but within the same State under the same ROC, 2 E-forms will be filed with concerned Registrar of Companies as per the details given below:

1. E-form INC.22 – For change in registered office address

As per section 12(4), notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change through filing of E-form INC.22, who shall record the same.

Attachments of E-form INC.22

  1. Proof of registered office addresses (Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts not older than one month.

 2. Copies of the utility bills (Proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

 3. Proof that company is authorized to use the address as the registered office of the Company (Authorisation letter from the owner or occupant of the premises along with proof of ownership or occupancy and it is mandatory if registered office is owned by any other entity / person (Not taken on lease by the Company).

2. E-form MGT.14 – For filing special resolution with ROC, passed for change in registered office address

For shifting Registered office of the Company from One city to another city but within the same State under the same ROC, special resolution is required to be passed under section 12(5)(a). Further as per section 117(3)(a), copy of every special resolution is required to be filed with concerned ROC through filing of form MGT.14 within 30 days of passing special resolution.

Attachments of E-form MGT.14

  1. Notice of EGM;
  2. Certified True copy of Special Resolution;
  3. Certified True copy of Board Resolution may be attached as an optional attachment.

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