How to change registered office from one state to another state

Every business entity has a principal place of performing its business activities which is known as its Registered Office. From the point of view of general public, customers, shareholders and others, the address of the situation of the registered office is very important. In India, every company is governed as per the provisions of Companies Act, 2013 and hence it is compulsory for each and every company to maintain a Registered Office and inform about any change about such office to the Registrar of Companies from time to time. Decision regarding location of Registered Office is taken by the promoters of the company.

Meaning of Registered Office

A Registered Office is the official or legal address of a company where all the important notices, letters, reminders will be sent by any person or any government authority or non-government authority or any other regulatory body.

As per Section 7 of the Companies Act, 2013, 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.

A Registered Office can be shifted from one place to another by fulfilling various legal requirements.

Reason for shifting of Registered Office

Mostly, the registered office of a company is located where most pf its board of directors and stakeholders reside. Hence, the only reason for shifting of registered office is for their convenience or comfort. However, their may be other few cases in which the need for shifting the location of the registered from one place to another arises. The other reasons may include:

• When the company is growing at a faster pace and the kind of infrastructure and office space which it requires as per its current position is not sufficient
• In case the office is on lease and is in the last period of its lease, then also the thought of taking a new space may arise
• If the company is planning to explore new opportunities for growth of business and hence want to shift at such place where they can explore new business opportunities.
• When the other company is investing in your company.

Types of Registered Office Address Change

• Shifting of the registered office within the local limits of the same village, town or city
• Shifting of the registered office to a place outside the local limits of the village, town or city but within the same state
• Shifting of the registered office from the Jurisdiction of one Registrar of the Jurisdiction of another Registrar within the same State.
• Shifting of the registered office to another State in India.

Here in this blog we will be focusing on shifting of the registered office from one state to another state in India.

Documents Requirement for shifting of Registered Office from one state to another state

• Certified true copy of the notice of Extra Ordinary General Meeting
• Certified true copy of the resolution passed at the Extra Ordinary General Meeting
• Minutes of EGM
• A Copy of advertisement in Newspaper (In case of listed Company)
• Copy of Altered Memorandum of Association
• Affidavit stating that the application is genuine and verified
• Complete list of all the creditors and Debenture holders entitled to the objections
• Declaration from at least two directors stating that the company has not defaulted in payments of dues to its workmen.
• Declaration from the Key Managerial Personnel (KMP)
• Copy of the address of the Registered Office
• Copy of the utility bills (not older than 2 months)
• NOC from the owner of the premises.

Procedure to shift Registered Office from one state to another state

• You are required to Send notice of Board Meeting at least seven days before the date of Board Meeting for the following purposes
• Shifting of Registered office form one state to another state.
• Approval of Notice for Calling of Extraordinary General Meeting (EGM) for passing special resolution for altering the memorandum
• Authorization to Director/ Company Secretary to sign the documents.
• Engagement of Company Secretary to represent the company before Regional Director (RD)
• In case of listed company, a notice of the board meeting must be published 7 days before the board meeting. The copies of such publication must also be sent to the stock exchange where the shares of the company are listed.
• Now hold the Board Meeting and approve the following:
• Resolution Shifting of Registered office from one state to another state.
• Notice for Calling of EGM for passing special resolution for shifting of registered office.
• Authorization to Director/ Company Secretary to sign the documents.
• Send Notice of the EGM to at least 21 days clear days before the members of the company. Send copies of the notice to the stock exchanges simultaneously.
• Publish the notice of EGM in newspaper and send the copy of such publication to the stock exchanges.
• Hold EGM of the company and pass the special resolution for shifting of registered office from one state to another state and authorize Director/ Company Secretary to sign/ file/ deal with department.
• File e-form MGT-14 with ROC for registering special resolution passed in the EGM within 30 days from the date of passing such resolution.
• Prepare the application for shifting of registered office to be filed to RD. File a copy of the application along with all annexures to ROC in form INC-23 along with the list of documents as stated above.
• The company shall, not more than thirty days before the date of filing the application in Form No. INC23:
• advertise in the Form No.INC-26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper with the widest circulation in the State in which the registered office of the company is situated.

Also, a copy of advertisement shall be served on the Central Government immediately on its publication.

• An individual notice needs to be served to each debenture-holder and creditor of the company;
• A notice along with the copy of the application to the Registrar and to the Securities and Exchange Board of India by registered post
• In the case of listed companies, it needs to be served to the regulatory body, if the company is regulated under any special Act or law for the time being in force.
• Now the application will get verified by the Central Government. In case any objection arises, the Central Government will hold a hearing and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.
• On completion of hearing and if no inquiry or inspection is further required, shifting of registered office will be allowed
• The change of address of the registered office shall be effective from the date of issue of registration certificate by the ROC of the State to which the registered office is shifted.
• Once the order is passed by the RD, approving shifting of the registered office, you are required to file form INC- 22 with the ROC along with supportive documents
• the registered office proof of the title of the premises of the registered office in the name of the company; or
• the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
• NOC from the owner to use the premises by the company as its registered office; and
• the 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 (not older than 2 months). 
• Copy of order passed by the competent Authority
• If the documents are in order, Registrars of both states will approve the forms and the change in registered office will be updated in register of companies with the Registrar and new Certificate of Incorporation will be issued by the Registrar of the State within 30 days, where the company’s registered office is going to be shifted.
• The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No.INC-28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.

Conclusion

The procedure of changing of registered office differs based on location which includes within same city, same state or outside the state. The process of shifting the registered office within the local limits is quite easy. However, shifting it from one state to another state is a difficult task.
You can contact the experts at Legal Window to simplify the procedure for shifting your registered office address to the other state