PROVISIONS AND PROCEDURES UNDER COMPANIES ACT, 2013
Companies Act mandate every company registered under it to have a Registered Office. Provisions regarding registered office of a company are primarily contained in Section 12 of the Companies Act, 2013.
PROLOGUE
As per Section 12, every company is required on and from the 15th day of its incorporation and at all times thereafter to have a registered office which is capable of receiving and acknowledging all communications and notices as may be addressed to it.
Companies are also required to furnish a verification of their registered office to the Registrar of Companies (ROC) within 30 days of the incorporation in the manner contained in the Rule 25 of Companies (Incorporation) Rules, 2014.
After incorporation, whenever there is a change in the registered office of the company then, a notice of the change of the registered office along with a verification of the registered office in the manner contained in Rule 27 of Companies (Incorporation) Rules, 2014, needs to be filed with the ROC within 15 days of each change.
The State in which the Registered Office of the Company will be situated is required to be mentioned in the Memorandum of Association of the Company and accordingly, any change in the State in which registered office will be situated calls for an alteration of the Memorandum of Association of the Company.
PROVISIONS AND PROCEDURES RELATING TO SHIFTING OF
REGISTERED OFFICE
For the purpose of understanding the provisions relating to shifting of Registered
Office, the types of shifting can be bifurcated as
A.
SHIFTING OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED
Whenever there is a change in the registered office of the company then, a notice of the change of the
registered office along with a verification of the registered office needs to be filed with the ROC
within 15 days of each change.
Section and Rule Applicable
Section 12 read with Rule 27 of Companies (Incorporation) Rules, 2014
Nature of Approval Required:
Board of Directors
Shifting of Registered Office
Within the local limits of the city, Town or Village
Outside the local limits of the City ,Town or Village
(within the same State) and within the jurisdiction of the same ROC
Outside the local limits of the City, Town or Village
(within the same State) but from the jurisdiction of one ROC to another
From one State to Another
For Example
Shifting of Registered office from Nungambakkam in Chennai to Anna Nagar in Chennai
E-form to be filed
INC 22
Supporting Documents Required
There shall be attached to e-Form, any of the following documents, namely:-
• the registered document of the title of the premises of the registered office in the name of the company; or
• the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
• the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and
• the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.
Time limit within which the form has to be filed
Within 15 days of the change
Mode of Filing and payment
Form has to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.
Filing fees
As per The Companies (Registration offices and fees) Rules, 2014, the normal filing fees, in case of company have share capital
Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600
In case of company not having share capital – Rs. 200/-
Additional fees
Period of delay Rate of Additional Fees
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees
Certification requirements
Form has to be certified by a Practising Chartered Accountant, Company Secretary or Cost Accountant.
SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED AND WITHIN THE JURISDICTION OF SAME ROC
Section and Rule Applicable
Section 12 read with Rule 27 of Companies (Incorporation) Rules, 2014
Nature of Approval Required:
Member’s approval by means of special resolution
E-forms to be filed
INC 22 For shifting of Registered Office
MGT 14 For special resolution
Supporting Documents Required
There shall be attached to e-Form, any of the following documents, namely:-
• the registered document of the title of the premises of the registered office in the name of the company; or
• the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
• the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and
• the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.
Time limit within which the form has to be filed
INC 22 Within 15 days of the change
MGT 14 Within 30 days of passing of special resolution
Mode of Filing and payment
Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.
Filing fees (for both the forms)
As per The Companies (Registration offices and fees) Rules, 2014, the normal filing fees, in case of company have share capital
Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600
For Example
Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Madurai, Tamilnadu (ROC, Chennai)
In case of company not having share capital – Rs. 200/-
Additional fees
Period of delay Rate of Additional Fees
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees
Certification requirements
Forms have to be certified by a Practising Chartered Accountant, Company Secretary or Cost Accountant.
SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED AND FROM THE JURISDICTION OF ONE ROC TO ANOTHER
Section and Rule Applicable
Section 12 read with Rule 28 of Companies (Incorporation) Rules, 2014.
Nature of Approval Required:
Member’s approval by means of special resolution and Regional Director’s approval.
E-form to be filed
MGT 14 For special resolution
GNL 1 For filing copy of application to ROC
INC 23 For seeking approval of Regional Director
INC 28 For filing copy of RD order with ROC
INC 22 For shifting of Registered Office
Procedure to be followed
• Pass Special Resolution seeking members’ approval for shifting of registered office. Form MGT-14 to be filed within 30 days.
• At least one month before filing application with Regional Director - to publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated and to serve individual notice on each debenture holder, depositor and creditor of the company.
For Example
Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Coimbatore, Tamilnadu (ROC, Coimbatore)
The newspaper advertisement/notice to creditors should state that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice.
• Draw up the application and file form INC 23, supported by following documents
o Copy of minutes of meeting in which special resolution has been passed
o Copy of Memorandum of Association
o Notice convening the general meeting along with explanatory statement
o Extract of special resolution passed by members approving the change of registered office
o Copies of advertisement published
o Copies of notice sent to creditors, debenture holder, depositor along with dispatch proof
o Particulars of objections received;
o Any attachment to support the details of prosecution filed against the company and its officers in default, if any
• File a copy of the application to ROC in form GNL 1
• File copy of RD order with ROC in form INC 28.
• Once the order is passed by the RD, approving shifting of the registered office, file form INC 22 with both the ROCs, supported by the following documents:
o the registered document of the title of the premises of the registered office in the name of the company; or
o the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
o the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and
o the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.
o Copy of order passed by RD.
Time limit within which the form has to be filed
MGT 14 Within 30 days of passing special resolution
GNL 1 Simultaneously with filing of form INC 23
INC 23 At least 1 month after serving notice to creditors and publication of newspaper advertisement
INC 28 Within 30 days of order passed by RD
INC 22 Within 60 days of order passed by RD
Mode of Filing and payment
Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.
Filing fees (For forms INC 22, INC 28 and MGT 14)
As per The Companies (Registration offices and fees) Rules, 2014 In case of company have share capital
Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600
In case of company not having share capital – Rs. 200/-
Additional fees
Period of delay Rate of Additional Fees
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees
Filing fees (For form GNL 1 and INC 23)
Application made Other than OPC & Small company | OPC & Small company
(i) By a company having an authorized share capital of:
a) Up to Rupees 25,00,000 2000 1000
b) Above Rupees 25,00,000 but up to Rupees 50,00,000 5000 1500
c) Above Rupees 50,00,000 but up to Rupees 5,00,00,000 10000 NA
d) Above Rupees 5,00,00,000 but up to Rupees 10 crore or more 15000 NA
e) Above Rupees 10 crore 20000 NA
(ii) By a company limited by guarantee but not having a share capital
2000 N/A
(iii) By a company having a valid license issued under section 8 of the Act (Section 8 Company)
2000 N/A
Certification requirements
Forms have to be certified by a Practising Chartered Accountant, Company Secretary or Cost Accountant.
.
SHIFTING OF REGISTERED OFFICE FROM ONE STATE OR UNION TERRITORY TO ANOTHER
Section and Rule Applicable
Section 13 read with Rule 30 of Companies (Incorporation) Rules, 2014
Nature of Approval Required:
Member’s approval by means of special resolution and Regional Director’s approval
E-form to be filed
MGT 14 For special resolution
GNL 1 For filing copy of application to ROC
INC 23 For seeking approval of Regional Director
INC 28 For filing copy of RD order with ROC
INC 22 For shifting of Registered Office
Procedure to be followed
• Pass Special Resolution seeking members’ approval for shifting of registered office.
Form MGT-14 to be filed within 30 days.
• Draw up the application supported by following annexures:
o a copy of the memorandum and articles of association;
o a copy of the notice convening the general meeting along with relevant
Explanatory Statement;
o a copy of the special resolution sanctioning the alteration by the members of the company;
o a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor
or against the resolution;
o an affidavit verifying the application;
o the list of creditors and debenture holders entitled to object to the application;
o an affidavit verifying the list of creditors;
o the document relating to payment of application fee;
o a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.
o a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details, namely:-
• the names and address of every creditor and debenture holder of the company;
For Example
Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Bangalore, Karnataka
(ROC, Bangalore)
• the nature and respective amounts due to them in respect of debts, claims or liabilities
o an affidavit, signed by the Company Secretary of the company, if any and not less than two directors of the company, one of whom shall be a managing director, where there is one, to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge.
o an affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state
• File an application to the Chief Secretary of the concerned State Government or the Union territory for giving notice of the proposed shifting of registered office.
• Keep a duly authenticated copy of the list of creditors at the registered office of the company so that any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.
• File a copy of the application along with all annexures to ROC in form GNL 1.
• File form INC 23 to Regional Director supported by the application and all annexure as stated above and a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar (challan of form GNL 1) and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.
• At least 14 days before the date of hearing given by Regional Director - to advertise the application in the Form No.INC.26 in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district;
to serve, by registered post with acknowledgement due, individual notice(s), on each debenture-holder and creditor of the company; and to serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange
Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.
The newspaper advertisement/notice to creditors should state that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice.
• File copy of RD order with ROC in form INC 28.
• Once the order is passed by the RD, approving shifting of the registered office, file form INC 22 with both the ROCs, supported by the following documents:
o the registered document of the title of the premises of the registered office in the name of the company; or
o the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
o the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and
o the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.
o Copy of order passed by RD.
Time limit within which the form has to be filed
MGT 14 Within 30 days of passing special resolution
GNL 1 Simultaneously with filing of form INC 23
INC 23 At least 1 month after serving notice to creditors and publication of newspaper advertisement
INC 28 Within 30 days of order passed by RD
INC 22 Within 60 days of order passed by RD
Mode of Filing and payment
Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.
Filing fees (For forms INC 22, INC 28 and MGT 14)
As per The Companies (Registration offices and fees) Rules, 2014
In case of company have share capital
Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600
In case of company not having share capital – Rs. 200/-
Additional fees
Period of delay Rate of Additional Fees
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees
Filing fees (For form GNL 1 and INC 23)
Application made Other than OPC & Small company OPC & Small company
(i) By a company having an authorized share capital of:
a) Up to Rupees 25,00,000 2000 1000
b) Above Rupees 25,00,000 but up to Rupees 50,00,000 5000 1500
c) Above Rupees 50,00,000 but up to Rupees 5,00,00,000 10000 NA
d) Above Rupees 5,00,00,000 butup to Rupees 10 crore or more 15000 NA
e) Above Rupees 10 crore 20000 NA
(ii) By a company limited by guarantee but not having a share capital
2000 N/A
(iii) By a company having a valid license issued under section 8 of the Act (Section 8 Company)
2000 N/A
Certification requirements
Forms have to be certified by a Practising Chartered Accountant/Cost Accountant/Company Secretary
CA.THOMAS K.GEORGE
MANAGING PARTNER
THOMAS AND ASSOCIATES
CHARTERED ACCOUNTANTS
MOOLAIPARAMBIL ATM CHAMBERS
OPP.RMS,RAILWAY STATION ROAD
KOTTAYAM-686001
KERALA-INDIA.
MOB.919447773937
LAND.04812300496/2303766
www.thomasandassociatesindia.com
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