DOMICILE OF A COMPANY
Just like an individual is identified by his residential address, the address of the location of the registered office is very important during the corporate life of a company. The registered office indicates which office of the registrar keeps the records of the company and this also enables the law-enforcing authorities and the public to approach the company at its registered office whenever the authorities or a member of public anywhere in the world find the need to contact the company or serve legal notices. A company is, therefore, obligated under the Act to keep the Registrar of Companies informed of the location of the registered office and changes thereto from time to time.
The Board of Directors of a company (public or private limited) may find it necessary to change the location of the registered office from time to time in any of the following ways:
Shifting of the registered office from one place in a city or town to another place in the same city or town:-
Shifting of the registered office from one locality to another within the local limits of the same city/ town / village can be made by the Board of Directors and intimation of the change shall be given to the registrar in the same Form No. INC-22 within 15 days of the date of the change- Section 12(4).
Shifting of the registered office to a place outside the local limits of the existing place, that is to say to another city, town or village within the same state-Sub-section (5)(a) of Section 12:- require the approval of the members by special resolution.
– First approval by the Board.
– Passing of resolution by Postal Ballot in terms of Rule 22 of the Companies (Management and Administration) Rules, 2014.
– After the general meeting or Postal Ballot file certified copy of the special resolution with the explanatory statement with the Registrar of Companies under section 117 along with filing fees in Form No. MGT-14.
– Filing Form No. INC-22 for change of location and verification- Section 12(4) and Rule 27
– Change of location of Registered office to be noted in Name Board, letter heads, etc.- Section 12(3)
– Send 3 copies of the notice sent to members for a general meeting to the regional stock exchange and copy to all the stock exchanges [ clause 31© of listing agreement] if the shares of the company are enlisted in astock exchange.
Shifting of the registered office from the jurisdiction of one registrar to the jurisdiction of another registrar within the same state-Rule 28 :-
– Holding of Board meeting.
– Copy of special resolution passed by the general meeting with explanatory statement shall be filed with the registrar in terms of Section 117 with the fees in Form No. MGT-14.
– Application to Regional Director (RD) for shifting of registered office within the same state-Rule 28.
– Notice to be published by the company.
– In case no objection is received by the Regional Director within 21 days from the date of service of notice, consent from the person concerned for the change shall be presumed.
– Change of registered office not allowed where any investigation pending against the company.
Shifting of the registered office to another state needs approval of Central Government:- involves alteration of the second clause in the MOA and this requires the approval of the central government.
– Board meeting-Section 173
– Holding the general meeting and filing copy of special resolution with the registrar.
– Making application to the central government.
The application under Section 13(4) for seeking approval of the central government for shifting the registered office from one state to another shall be filed in Form No. INC-23 along with the fees and the following documents:-
- Copy of MOA & AOA
- Copy of the notice convening the general meeting along with relevant explanatory statement.
- Copy of the special resolution sanctioning the alteration by the members of the company.
- 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 favour or against the resolution.
- Affidavit verifying the application.
- List of creditors and debenture holders entitled to object to the application.
- Affidavit verifying the list of creditors.
- Document evidencing payment of application fee.
- Copy of Board Resolution or the POA or the executed vakalatnama, as the case may be.