Procedure for Shifting of Registered office from jurisdiction of one ROC to another within the same state

Register office of a company is a principle place of business activity of a company. It is mandatory for every company to have a registered office capable of receiving and acknowledging all communications and notices address to it. No company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.

The shifting of registered office from the jurisdiction of one Registrar of Companies (ROC) to another ROC within the same state is covered under the provisions of Section 12 read with Rule 28 of the Companies (Incorporation) Rules, 2014.

Approval requirements-

• Board Resolution
• Special Resolution
• Approval of Regional Director of the respective jurisdiction.

Procedure for Shifting of the Registered Office.

1) Convene a Board Meeting

a) Pass the resolution for the recommendation for shifting of registered office from one jurisdiction to another jurisdiction;

b) To recommend Alteration of Registered Office Clause, if required;

c) Approval of notice Calling of EGM, fixing of date, day and time;

d) Authorizing Company Secretary or any Director compliance required in this behalf.

2) Convene an Extra-Ordinary General Meeting (EGM) :

a) Pass Special resolution for shifting of registered office;

b) Pass Special Resolution for alteration of MOA for alteration of registered office Clause and authorising Directors/Company Secretary to file an application to Regional Director.

3) File the form MGT-14 along with Certified True Copy of Special resolution along with explanatory statement annexed thereto with ROC.

4) Intimate the Chief Secretary of the state about the proposed shifting and that the employees’ interest is not adversely affected by proposed shifting.

5) File application to RD office in form INC-23 with the following documents

a) Board Resolution for shifting of Registered Office;

b) Special resolution passed in EGM;

c) Declaration by KMP or any two directors authorise by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditor for proposed shifting or has made necessary provision for the payment thereof;

d) A Declaration not to seek change in the jurisdiction of the court where cases for prosecution are pending;

e) Acknowledge copy of intimation to Chief Secretary;

6) Regional Director approve the Form INC-23 if he is satisfied with the application and documents is fine and issue Order for shifting of registered office address.

7) File INC-28 for notice RD’s confirmation order with ROC.

8) File the notice of change in register office in e-form INC-22 with ROC with the following documents

a) Altered MOA;

b) Proof of registered office address – Lease deed/Conveyance deed/Purchase agreement;

c) If on free consent, then NOC;

d) Utility bill like telephone, gas, electricity bill which is not older than two months;

e) RD Order.

Form Filling Formalities