Shifting of Registered Office
Planning to relocate your registered office? We manage the documentation and filing process to ensure a smooth, compliant transition of your business location.
The Shifting of Registered Office is an important business decision that can be influenced by various strategic, operational, or regulatory needs. The Companies Act of 2013 and other relevant rules must be strictly followed during this process, whether you are relocating within the same city, between states, or even between jurisdictions. At Benchmark, we specialise in offering comprehensive support for businesses navigating this transition, ensuring full legal compliance and smooth execution.
Our service includes everything from filing the board and shareholders agreements to filing essential forms like INC-22 and MGT-14 with the Registrar of Companies (RoC). And also we handle communication with the stakeholders, creditors and government authorities, making sure that all the statutory requirements are met by your company. Our staff makes sure that every stage is managed expertly and in complete conformity with the law, regardless of whether your office shift is the result of operational efficiency, regulatory requirements, or corporate expansion.
Why Choose Benchmark
From managing stakeholder communication to staying compliant with the Companies Act of 2013, Benchmark is aware of the challenges associated with changing a registered office. By managing every aspect, including drafting resolutions, filing statutory papers like INC-22 and MGT-14, and communicating with the Registrar of Companies (RoC), our team of professionals guarantees a smooth transition. We place a high value on accuracy and compliance, making sure that your company stays completely compliant with all legal obligations at every stage.
Our proactive approach to handling the details of changing statutory documents such as the Articles of Association (AOA) and Memorandum of Association (MOA), obtaining No Objection Certificates (NOCs) from creditors, and making sure notices are properly published following INC-19 requirements is what makes us unique. You gain from Benchmark's in-depth knowledge of the regulatory environment and our dedication to offering customised solutions that minimise operational disruption while preserving your business's legal status.
Our Services for Shifting of Registered Office
We offer a comprehensive range of services designed to ensure the smooth and compliant shifting of your registered office. From initial consultation to post-shift support, we handle every aspect of the process with precision and professionalism.
| Service | Description |
|---|---|
Advisory and Consultation |
We start with an in-depth consultation to understand your unique business needs, reasons for the office shift, and regulatory requirements. Our team provides strategic advice and guidance on the best approach for a compliant and efficient transition. |
Drafting Resolutions |
We handle the drafting of board resolutions, Extraordinary General Meeting (EGM) resolutions, meeting minutes, and explanatory statements required for obtaining shareholder approval and complying with legal protocols. |
Filing of Statutory Forms |
We manage the preparation and filing of essential forms like Form INC-22 for intra-state shifts and Form MGT-14 for special resolutions, ensuring that each submission to the Registrar of Companies (RoC) is accurate and complete. |
MOA and AOA Alteration |
If your office shift involves relocating to a different state, we handle the entire process of amending the Memorandum of Association (MOA) and Articles of Association (AOA) to reflect the new registered office, ensuring compliance with inter-state transfer regulations. |
Legal Notices |
We issue all necessary legal notices to stakeholders, creditors, and regulatory authorities, keeping everyone informed of the planned shift in accordance with the Companies Act and related guidelines. |
Creditor NOCs |
Obtaining No Objection Certificates (NOCs) from creditors is essential to a successful shift, particularly for inter-state relocations. Our team liaises with creditors and secures their formal consent to ensure the move proceeds smoothly. |
Newspaper Publications |
We publish notifications of the office shift in local and national newspapers, as required by Form INC-19. Our service includes drafting, submitting, and verifying publications in both vernacular and English newspapers to meet regulatory standards. |
Liaison with Authorities |
Coordinating with the RoC and other regulatory bodies is critical to a seamless office shift. We handle all communication and formalities with the relevant authorities, keeping the process on track and compliant at every stage. |
Record Updates |
We ensure that all statutory records, such as the Register of Members, statutory registers, and company documentation, are accurately updated with the new registered office address to maintain full legal compliance. |
Documents Required
To ensure a smooth and compliant transition, specific documents must be prepared and submitted during the process of shifting to a registered office. These documents are crucial for meeting statutory obligations under the Companies Act, 2013 and ensuring approval from the Registrar of Companies (RoC) and other authorities.
The required documents include:
| Documents | Description |
|---|---|
| Board Resolution and EGM Resolutions | Formal approval from the Board of Directors and shareholders (through an Extraordinary General Meeting) authorising the shifting of the registered office. |
| Form INC-22 | Required for notifying the Registrar of Companies (RoC) about the change of registered office within the same state. |
| Form MGT-14 | Filed for submitting special resolutions passed by shareholders during the EGM, especially for shifts involving inter-state moves. |
| Affidavits from Directors | Legal affidavits from directors confirming the company’s adherence to all statutory requirements, including details of creditors and no retrenchment. |
| No Objection Certificates (NOCs) from Creditors | Written confirmation from creditors stating that they have no objection to the registered office being shifted. |
| Altered Memorandum of Association (MOA) and Articles of Association (AOA) | Required when shifting the office to a different state, reflecting the updated registered office address. |
| Newspaper Advertisements (as per INC-19) | Notices published in local and national newspapers (in English and vernacular languages) to inform the public about the office shift. |
| Updated Income Tax Returns (ITR) | Recent Income Tax Returns (ITR) showing the company’s financial status and confirming its compliance with tax obligations. |
| Auditor’s Report and Financial Statements | A report by the company’s auditor detailing the financial health of the company, along with updated financial statements. |
| List of Directors, Members, and Creditors | An updated list of all directors, shareholders (members), and creditors, to be submitted with the legal filings. |
| Minutes of the Board and EGM Meetings | Official records of the discussions and decisions made during Board and EGM meetings regarding the shift, required for legal and compliance purposes. |
Step-by-Step Process for Shifting of Registered Office
Shifting the registered office of a company involves a series of legal and procedural steps to ensure compliance with the Companies Act, 2013 and relevant regulations. Below is a detailed, step-by-step breakdown of the process:
Step 1: Board Meeting and Resolution
- Convene a Board Meeting to discuss and approve the proposal for shifting the registered office.
- Pass a Board Resolution to authorise the company to proceed with the shifting process and call for an Extraordinary General Meeting (EGM) if necessary.
Step 2: Holding the Extraordinary General Meeting (EGM)
- Prepare and send out notices to all shareholders and members regarding the Extraordinary General Meeting (EGM).
- Include the agenda, proposed resolutions, and explanatory statement as required under Section 101 of the Companies Act, 2013.
- Hold the EGM to obtain approval from shareholders for shifting the registered office.
- Pass the required special resolutions, especially if the shift involves moving to a different state.
Step 3: Drafting and Filing Forms
- Form INC-22: File this form for changes within the same state.
- Form MGT-14: File for approval of special resolutions passed during the EGM.
- Prepare and file necessary affidavits from directors confirming no retrenchment of employees and listing the creditors, members, and directors.
Step 4: Obtain NOCs, Alter MOA and AOA
- Obtain No Objection Certificates (NOCs) from creditors, banks, and key stakeholders confirming that they have no objection to the office shift.
- Also, alter the Memorandum of Association (MOA) and Articles of Association (AOA) to reflect the new registered office.
Step 5: Issuance of Legal Notices
- Send legal notices to relevant authorities, including the Registrar of Companies (RoC), Chief Secretary of the state, and creditors.
- Coordinate with the Registrar of Companies (RoC) to ensure all filed forms and documents meet the regulatory standards.
Step 6: Verification and Post-Shift Compliance
- Publish a notice of the office shift in local and national newspapers as per Form INC-19.
- Ensure that the new registered office address is updated in all statutory records, including the Register of Members, statutory registers, and other legal documents.
- Communicate the new office address to stakeholders such as banks, clients, vendors, and tax authorities.
Types of Registered Office Shifts
Shifting a registered office can be categorised based on the location of the new office. Each type requires different levels of approvals and regulatory compliance. Below are the primary types of office shifts:
Within the Same City or Local Limits
- Requires board approval.
- Form INC-22 must be filed with the RoC.
- No shareholder or government approval is needed.
Within the Same State but Outside Local Limits
- Requires board and shareholder approval via an EGM.
- Forms INC-22 and MGT-14 must be filed.
- No approval from the Regional Director or Central Government is required.
From One State to Another
- Requires board approval, shareholder resolution, and Central Government approval.
- Amendment of Memorandum of Association (MOA) and Articles of Association (AOA).
- Newspaper publications and No Objection Certificates (NOCs) from creditors required.
Non-Compliance Issues
There may be serious legal and operational repercussions if the regulatory standards are not followed while moving the registered office. Penalties, delays, and harm to the company's reputation may arise from non-compliance with the Companies Act of 2013 and other pertinent legislation.
- Penalties for delayed filing of forms like INC-22 and MGT-14
- Legal disputes due to lack of creditor or stakeholder consent
- Failure to update statutory records and documents with the new address
- Non-compliance with alterations to MOA and AOA when shifting across state boundaries
- Failure to publish mandatory newspaper notices as per INC-19
- Incomplete or incorrect filing of affidavits and resolutions
- Miscommunication with regulatory bodies like the Registrar of Companies (RoC)
Conclusion
Moving a company's registered office is a difficult but necessary procedure that needs to be carefully planned for and strictly complied with by the Companies Act of 2013. Every stage, from creating resolutions to submitting the required paperwork to the Registrar of Companies (RoC) and getting consent from creditors and stakeholders, needs to be done precisely to guarantee a smooth transition. From advising to post-shift compliance, Benchmark handles every step of the process so you can concentrate on your business without having to worry about legal or regulatory obstacles.
By choosing Benchmark, you are ensuring that your registered office shift is managed by a team of experts with deep industry knowledge and a proactive approach to regulatory compliance.
Get in Touch
Contact Benchmark today to schedule a consultation. Let our experienced professionals handle the intricacies of your office shift while ensuring compliance with all legal and regulatory requirements.
FAQs
What is the timeline for shifting a registered office?
The timeline can vary based on the type of shift (within the same city, state, or to another state) and the speed of approvals from regulatory bodies like the Registrar of Companies (RoC). Typically, the process takes between 2 to 3 months for inter-state shifts due to the additional legal requirements.
What happens if the shifting process is not completed within the stipulated timeline?
Delays in completing the shift may lead to penalties from the RoC for late filing of forms like INC-22 or MGT-14, and could potentially cause operational disruptions, especially if statutory records are not updated.
Are there any specific rules for shifting the registered office within the same city?
Yes, when shifting within the same city, town, or village, the process is simpler and only requires filing Form INC-22 with the RoC along with supporting documents like board resolutions and lease agreements.
How does the registered office address affect legal matters?
The registered office serves as the official address where all legal notices and communication from regulatory bodies are sent. The registered office address must be always kept up to date in the company’s statutory records.
Can a company operate from a different address than its registered office?
Yes, a company can operate from a different address (such as a branch office or operational headquarters), but the registered office is where all official communication and legal documents must be sent.