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Change of registered office of a company

Change of registered office of a company

Registered office of a company is the place to which all official communications relating to the company is sent.

According to Rule 27 of the Companies (Incorporation) Rules, 2014, notice of every change of registered office shall be filed in Form No. INC 22 within fifteen days of the change to the Registrar.

The registered office of the company shall not be changed except on the authority of a special resolution passed by a company –

          (a)  in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and

          (b)  in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company.

The provisions relating to change of registered office of a company within the same state are prescribed in Rule 28 of the Companies (Incorporation) Rules, 2014.

Shifting of registered office within the same State –

According to Rule 28 of the Companies (Incorporation) Rules, 2014, 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 Form no.INC.23 along with the fee.

The company shall, not less than one month before filing any application with the Regional Director for the change of registered office.-

(a) 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 circulating in that district; and

(b) serve individual notice on each debenture holder, depositor and creditor of the company, clearly indicating the matter of application and stating 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 twenty one days of the date of publication of that notice.

In case no objection is received by the Regional Director within twenty one days from the date of service or publication of the notice, the person concerned shall be deemed to have given his consent to the change of registered office proposed in the application.

Further that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

The confirmation shall be communicated within a period of thirty days from the date of receipt of application by the Regional Director to the company. The company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation. The Registrar shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.

Such certificate shall be conclusive evidence that all the requirements of this Act with respect to change of registered office have been complied with and the change shall take effect from the date of the certificate.

Change of registered office of a company

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