How to do Change in Registered Office of Company?
E-Form INC-22 is filed in case the company decides to move their registered office. The company must inform the Registrar within 15 days of such a change.
A company is to have an official registered office from the fifteenth day of its incorporation to be able to receive and acknowledge all communication and notices that are addressed to it. Further, the verification of the registered office must be furnished to the Registrar within a period of 30 days of company incorporation.
A company can change its registered office whenever required. For that it should file Form INC-22 with the Registrar regarding the situation of its registered office in the manner specified by the Companies (Incorporation) Rules 2014.
Change in Registered Office
- Change within local limits of city, town or village
- The approval must be obtained by way of a Board Resolution.
- Once the Board Resolution is obtained, e-Form INC – 22 must be filed within 15 days of the date when the resolution was passed.
- Change outside local limits of city, town or village, within the same RoC and the same state
- Approval by way of Board Resolution must be obtained.
- A Special Resolution must be passed through Form MGT – 14 within 15 days of obtaining the Board Resolution.
- Within 30 days of passing of the Special Resolution, the application for a notice of change of registered office of the company has to be made in the e-Form INC – 22.
- Change in RoC within the same state
- Once Board Resolution and Special Resolution have been obtained and Form MGT – 14 has been filed accordingly, e-Form INC – 23 should be filed.
- E-Form INC – 23 consists of an application made to the Regional Director to shift the registered office of the company from one RoC to another within the same state.
- Once approval of the Regional Director has been obtained, within 60 days of the RD passing the order, e-Form INC – 28 must be filed.
- E-Form INC – 28 is filed to give the notice of the order of the court, Tribunal or other competent authority.
- Lastly, once the steps mentioned above have been performed, e-Form INC -22 has to be filed.
- Change in the state within the jurisdiction of the same RoC
- Approval must first be obtained for the alteration of the MOA.
- Once Board Resolution and Special Resolution have been obtained and Form MGT – 14 has been filed accordingly, e-Form INC – 23 should be filed
- E-Form INC – 23 has to be filed at least a month after serving notice to the creditors and publishing the advertisement in the newspaper giving notice of change in registered office.
- Once the approval of the RD has been obtained via E-Form INC – 23, within 30 days of the order being passed, e-Form INC – 28 has to be filed.
- Upon completion of the steps mentioned above the e-Form INC -22 has to be filed.
- Change in the state outside the jurisdiction of the existing RoC
- Approval must first be obtained for the alteration of the MOA.
- Once Board Resolution and Special Resolution have been obtained and Form MGT – 14 has been filed accordingly, e-Form INC – 23 should be filed.
- E-Form INC – 23 has to be filed at least a month after serving notice to the creditors and publishing the advertisement in the newspaper stating a change in registered office.
- Once the approval of the RD has been obtained via E-Form INC – 23, within 30 days of the order being passed, e-Form INC – 28 has to be filed.
- After completing the aforementioned steps, e-Form INC -22 has to be filed.
- Part 1 – Information and Particulars pertaining to the company
- The Corporate Identity Number (CIN) of the company has to be entered. It can be found by typing in the name of the registered company.
- Now, if you click on the “Prefill” button, the name, address, name of the existing RoC and the registered email id of the company are auto-filled
- Part 2 – Information and Particulars regarding the Notice of Change of Registered Office
- Enter the date since which the change in address comes into effect
- Enter the particulars of the new address (city, district, state, pin code)
- The name of the office of the Proposed/New RoC has to be entered
- Full address of the police station under whose jurisdiction the new office is situated has to be given
- Attachments to be furnished
| No. | Particulars | |
| 1 | Change within local limits of city, town or village | – Proof of Registered Office Address (Lease Deed/ Rent Agreement along with rent receipts)
– Copies of Utility Bills with the address of the premises (Not older than 2 months)
– Proof that the Company has authorisation from the owner to use the address as the Registered Office (No Objection Certificate)
– A copy of the Board Resolution passed to be attached under “Optional Attachment” |
| 2 | Change outside local limits of city, town or village, within the same RoC and the same state | – A copy of the resolution passed in Form MGT-14 under “Optional Attachment”
– SRN of Form MGT – 14
– All the attachments in 1 |
| 3 | Change in RoC within the same state | – SRN of Form MGT – 14
– SRN of Form INC – 28
– Copy of the order of the competent authority
– Furnish details of Order of Regional Director
– All the attachments in 2 |
| 4 | Change in state within the jurisdiction of the same RoC | – Copy of the altered MOA
– All the attachments in 3 |
| 5 | Change in state outside the jurisdiction of the existing RoC | – All the attachments in 4 |
- Declaration
- The declaration is to be digitally signed by any of the following:-
- Director
- Manager
- CEO
- CFO
- Company Secretary
- The declaration must be certified by:-
- Chartered Accountant (in whole-time practice)
- Company Secretary (in whole-time practice)
- Cost Accountant (in whole-time practice)
The fees to be paid for the filing of E-Form INC – 22 varies in each case. For companies having the share capital, it is as follows:-
| Nominal Share Capital (Rs.) | Fee Applicable |
| Less than 1,00,000 | Rs. 200 |
| 1,00,000 to 4,99,000 | Rs. 300 |
| 5,00,000 to 24,99,000 | Rs. 400 |
| 25,00,000 to 99,99,999 | Rs. 500 |
| 1,00,00,000 or more | Rs. 600
|
Late Fees/ Penalties
For companies without share capital, the fees amount to Rs. 200. In case of delay in filing the same, the late fees shall be applied in the following manner:-
| Period of Delay | Penalty |
| Up to 30 days | 2 times the normal fees |
| More than 30 days and up to 60 days | 4 times the normal fees |
| More than 60 days and up to 90 days | 6 times the normal fees |
| More than 90 days and up to 180 days | 10 times the normal fees |
| More than 180 days | 12 times the normal fees |
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TAXAJPosted By Twinkle
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