What is the Registered office of a company?
The Registered Office of a company is the place from where the principal business activities of a company are carried out. In short it is an office address of the company to which official letters, notices, communications will be sent by the Government authorities, Banks, Financial Institutions and various other stakeholders of the company.
Why is it important to have a Registered Office of a company?
1. Firstly, it serves as an official address of the company where the stakeholders like Government, Members, Banks etc. can communicate or send Notices, letters etc.
2. It helps the companies to determine the legal jurisdiction of the court.
3. Registered office is an official place for keeping records, books, and Registers under Companies Act and other laws.
4. Registered office boosts the confidence in employees who join the company and provide a definite place of work or from where company carries out its operations.
Regulatory Requirements under the Companies Act, 2013 with respect to shifting Registered Office
Section 12 of the Companies Act, 2013 defines the various scenarios in which Registered Office a company can be shifted, the procedure to be completed, approvals required for such shifting and timeline to complete the actions. Below is illustrative table :
Every company within 30 days of its incorporation and thereafter at all times should have the Registered Office which is capable of receiving and acknowledging communications and notices sent thereto. The verification of such Registered Office shall be furnished to the Registrar of Companies in Form INC-22 along with requisite fees and documents, within 30 days of incorporation. [Section 12 of the Companies Act, 2013 read with Rule 25 of the Companies (Incorporation) Rules, 2014]
In this article we will try to elaborate the scenario where the company is shifting its Registered Office within local limits of the city, town or village where it is presently situated.
The following situations may arise for shifting the registered office of the company within local limits:
1. End of lease period.
2. Increase in the number of employees
3. Shifting due to operational convenience purposes
4. Geographical advantages
5. Moving to bigger spaces
Procedure for shifting Registered office within local limits
Below is the Procedure for shifting Registered office of the company within local limits
1. Convene a Meeting of Board of Directors of the Company
A. Issue Notice and Agenda of the Board Meeting
Issue a notice of Board Meeting to all the Directors at least 7 days before the date of meeting. A company can issue a shorter notice in case of an urgent business. It is also important to check the Articles of Association of the company to verify any other period is specified.
Alongwith the Notice attach Agenda of the Meeting and draft copy of Board Resolution necessary to be passed.
B. Convening a Board Meeting
Hold a Board Meeting with requisite quorum and pass resolution approving the shifting of registered office within local limits.
C. Grant Authority for completing the necessary formalities
Authorise any Director or Company Secretary appointed if any, to take such necessary steps and actions to give effect to the resolution and file necessary e-form with the Registrar of Companies.
Points to note in case of Listed Company
Every listed entity shall make disclosure of any events or information which in the opinion of the Board of Directors is material. (Regulation 30 of the SEBI (LODR) Regulations, 2015)
As per Schedule III of SEBI (LODR) Regulations, 2015, the disclosure shall be made to the stock exchanges where the shares of the company are listed as soon as reasonably possible and not later than 24 hours from the conclusion of the Board Meeting.
As per Regulation 46 of the SEBI (LODR) Regulations, 2015, every listed company is required to provide the basic information about the listed entity on the website of the company.
Any change in the content of the website, should be updated within 2 working days from the date of such change in the content. (Regulation 46(3) of the SEBI (LODR) Regulations, 2015)
2. Filing Notice of Change in Registered Office to Registrar of Companies
Post approval by the Board of Directors, within a period of 30 days from the date of passing such resolution, the company shall file Form INC-22 with the Registrar of Companies by paying such fees as may be prescribed in the Companies (Registration Offices & Fee )Rules 2014.
Following documents are mandatory to be attached while filing Form INC-22 :
1. If the Premises is taken on lease/owned by the Company
Proof of Registered Office address (Conveyance/Lease deed/ Rent Agreement etc. along with the rent receipts not older than 1 month).
Registered Title of the premises in the name of the company.
2. Copies of the utility bills (proof of evidence of any utility service like telephone, gas ,electricity etc. depicting the address of the premises not older than two months is required to be attached
3. If the company has not taken the premises on lease and is owned by any other person or entity -
Proof that the company is permitted to use the address. Authorization/NOC from the owner or occupant of the premises along with proof of ownership or occupancy authorization to use the premises as registered office sall be provided.
If the premises are owned by the Director of the Company, then NOC from the Director.
4. List of all other companies with their CIN having the same address as their Registered Office Address.
5. Certified copy of Board Resolution approving shifting of registered office.
On filing Form INC-22 the Registrar will record the same and it can be verified on MCA portal on “View company or LLP master data”
Important Steps to be taken post shifting Registered office of the company:
1. Intimate the various government authorities such as GST, Income Tax, Central Excise, Customs authorities, Sales Tax authorities etc.
2. An voluntary advertisement in the newspaper can be provided in the newspaper(s) so that the members and various stakeholders can be informed.
3. Update the address with Electricity Board, Telephone service providers, Internet service providers and various vendors.
4. Update the address on letterheads, billboard, invoice forms, business letters, and other various documents and official publications wherever registered office address if mentioned by the company.
5. Update the address with Banks and other financial institutions.
6. Amend the address of Registered office of the Company on outside of every office, building etc. in which its business is carried on, in a conspicuous position and in legible letters.
7. File application with PAN and TAN authorities for updating the address of the company.
8. Update the new address with NSDL, CDSL and RTA as applicable.
Applications to be filed with various authorities
The company is also required to file change in address application to various authorities under various acts such as:
1. Goods and Service Tax authorities
2. Factories Act
3. Shop and Establishments Act
4. Foreign Exchange Management Act
5. ESI and EPF authorities or any other authorities under the Labour laws as may be applicable to the company
6. Industry specific authorities
FAQs related to shifting of registered office within local limits
1. Which Form(s) are required to file for shifting Registered office within local limits?
The company shall post approval by the Board of Directors, file e-Form INC-22 with the Registrar of Companies for shifting registered office within local limits of city, town or village where registered office is presently situated.
2. What is the timeline to intimate the Registrar of Companies regarding shifting of Registered office within local limits?
As per Section 12(4) of the Companies Act, 2013 read with Rule 24 of the Companies (Incorporation) Rules, 2014, Notice of change in Registered office shall be intimated to the Registrar of Companies within 30 days of such change.
3. Does change in a registered office within local limits require members’ approval?
No, only Board of Directors approval is sufficient for shifting the registered office within local limits.
4. Is it mandatory to conduct a Board meeting for approving shifting of registered office within local limits? Can resolution be passed by circulation?
Yes, Board resolution for approving shifting of registered office within local limits can be passed by Circulation.
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