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SHIFTING-OF-REGISTERED-OFFICE-WITHIN-THE-LOCAL-LIMITS-OF-THE-CITY-TOWN-VILLAGE-UNDER-THE-COMPANIES-ACT-2013
SHIFTING OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS OF THE CITY/TOWN/VILLAGE UNDER THE COMPANIES ACT, 2013
INTRODUCTION:
Under the provisions of the Companies Act, 2013, companies have the flexibility to shift their registered office within the local limits of the city, town, or village where the company is originally registered. This process involves certain legal requirements and procedural steps to be followed, as prescribed by the Act and the accompanying rules. In this article, we will delve into the detailed procedure and requirements for shifting the registered office within the local limits, along with the relevant provisions of the Companies Act, 2013.
LEGAL PROVISIONS:
The relevant provisions governing the shifting of the registered office within the local limits of the city, town, or village are primarily outlined in Section 12(4) of the Companies Act, 2013. Additionally, Rules 25 and 27 of the Companies (Incorporation) Rules, 2014 provide further guidelines and procedures for the same. These provisions lay down the framework within which a company can effectuate such a change and ensure compliance with the regulatory requirements.
PROCEDURE FOR SHIFTING THE REGISTERED OFFICE:
The procedure for shifting the registered office within the local limits involves several steps and compliances to be adhered to by the company. These steps are as follows:
1. Board Meeting: The process begins with convening a meeting of the Board of Directors or passing a resolution by circulation. During this meeting, the board discusses and approves the change in the registered office within the local limits. Additionally, the board authorizes a designated person, such as the Company Secretary (CS), Chief Financial Officer (CFO), or any director, to file the necessary documents with the Registrar of Companies (ROC) to effectuate the change.
2. Time-bound Disclosures: If the company is listed on stock exchanges, it must make timely disclosures of the board meeting to the respective stock exchanges within 24 hours of the conclusion of the meeting. This disclosure ensures transparency and compliance with the Securities and Exchange Board of India (SEBI) regulations.
3. Form and Documents Filing: Within 30 days of the change in the registered office, the company is required to file a notice of change of situation of the registered office in Form INC-22 with the ROC. Along with the form, the company must submit the requisite documents, including a certified true copy of the board resolution, proof of registered office address, and copies of utility bills not older than two months.
4. Post-compliances: Following the filing of documents with the ROC, the company must undertake post-compliances, such as updating the registered office address on all official documents, including business letters, billheads, and notices. Additionally, the company is required to inform the change in registered office to all statutory authorities where the company is registered.
DOCUMENTS REQUIRED:
The documents required for filing the notice of change of the registered office include:
- Certified true copy of the board resolution authorizing the change
- Proof of registered office address (conveyance/lease deed/rent agreement)
- Copies of utility bills not older than two months (telephone bill, gas bill, electricity bill, mobile bill)
- List of all companies (with their Corporate Identification Number) sharing the same registered office address, if applicable.
DRAFT RESOLUTION:
A typical draft resolution for approving the change in the registered office within the local limits may read as follows:
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Type of meeting |
Board Meeting |
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Type of resolution |
Board Resolution |
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“RESOLVED THAT pursuant to the provisions of section 12 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the board of directors of the Company be and is hereby accorded to shift the registered office of the Company from ____________ to ___________, with effect from ___________ [DD/MM/YYYY];
FURTHER RESOLVED THAT Mr./Ms._________[name]__________ [director/ CFO/ CS] and Mr./Ms._________[name]__________ [director/ CFO/ CS] of the Company be and are hereby jointly/severally authorized to file the necessary documents/form(s) with the Registrar of Companies and to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto.” |
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CONCLUSION:
In conclusion, the process of shifting the registered office within the local limits of the city, town, or village involves adherence to the prescribed legal provisions and procedural requirements under the Companies Act, 2013. By following the outlined steps and ensuring timely compliance with regulatory obligations, companies can effectively effectuate the change while maintaining transparency and legal integrity. It is imperative for companies to carefully review the applicable provisions and seek professional guidance, if necessary, to ensure seamless transition and compliance with the law.
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Article Compiled by:-
Mayank Garg
(LegalMantra.net Team)
+91 9582627751
Disclaimer: Every effort has been made to avoid errors or omissions in this material in spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition In no event the author shall be liable for any direct indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information Many sources have been considered including Newspapers, Journals, Bare Acts, Case Materials , Charted Secretary, Research Papers etc.