The Company shall on and from the fifteenth day of its incorporation shall have its registered office for receiving and acknowledging all communications and notices as may be addressed to it.
The Company shall furnish verification of its registered office within a period of thirty days of incorporation.
SECTION 12&13 of the Companies Act 2013, provides the law and procedure regarding registered office and change in registered office of the Company.
Notice of change of every change of the situation of the registered office of the Company shall be verified in prescribed manner as after the incorporation of the Company shall be given to the registrar within fifteen days of the change.
Therefore, a notice of every change in registered office of the Company is to be filed with ROC in Form INC 22 within fifteen days of such change.
In case of change in registered office from one state to another, a new CIN shall be allotted to the Company as per the new state code and a system generated certificate of shifting of registered office from one state to another is issued by the new registrar.
PROCEDURE OF CHANGE OF REGISTERED OFFICE FORM ONE STATE TO ANOTHER:
For change registered office from one state to another, the company needs to amend the MOA.
A special resolution has to be passed by the Company for alteration in MOA. This resolution is also needs to be filed to ROC in form MGT-14 within 30 days of passing of resolution.
Also for changing the registered office from one state to another, Company needs to get the approval from Central Government (CG) IN Form INC-23. Attachments required in INC 23.
- Copy of MOA & AOA.
- Copy of Notice of the General Meeting along with relevant explanatory statement. Copy of Special Resolution sanctioning the alteration in MOA.
- Copy of Minutes of General Meeting.
- Power of attorney/Board Resolution/Vakalatnama.
- Affidavit verifying the application. Affidavit regarding the list of creditors & affairs of the Company.
- Copy of newspaper advertisement for notice of shifting the registered office
- Affidavit by directors about no retrenchment of the employees.
- Affidavit verifying list of creditors.
- Optional attachments, if any.
After this, Central Government shall dispose of the application for change in registered office outside the state within sixty days, but before passing the orders CG may satisfy itself that the alteration has the consent of the creditors, debentures holders & concerned persons with the Company.
The approval of Central Government shall be filed with the registrar of both states respectively.
Registrar of the new registered office shall register the change, and shall issue a fresh certificate of incorporation indicating the alteration.
Formats regarding INTER STATE of Registered Office
Send Board Meeting NOTICE at least seven days before the date of Board Meeting.
→ (click here) SPECIMEN OF NOTICE OF BOARD MEETING FOR INTER-STATE OF REGISTERED OFFICE
After board meeting a NOTICE of EGM/AGM shall be send to all the members of the company atleast 21 clear days before the meeting.
→ (click here) SPECIMEN OF NOTICE OF AGM/EGM FOR INTER-STATE OF REGISTERED OFFICE
→ (click here) SPECIMEN OF MINUTES OF MEETING: