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The Tax Publishers Shifting of Registered Office from one State or Union Territory to Another: Procedural Aspects Narendra Kumar Every company is required to have its registered office on or from the fifteenth day of its incorporation and notice of situation of registered office has to be given within thirty days of the incorporation of company to the Registrar further, notice of every change therein has to be filed within fifteen days of such change to the Registrar who would record the same. Change in the situation of registered office may take place by shifting of registered office from one place to another within local limits of same city, town or village; or outside such local limits but within the State; or change in the jurisdiction of RoC within same State; or outside the State where earlier office was situated. This article reads about the procedure for shifting of registered office from one State to another effective from 27-7-2017. 1. Introduction The Memorandum of Association (MoA) contains name of the State where the registered office is to be situate in a situation clause and thus, shifting of the registered office of a company from one State to another State becomes a difficult task as it involves alteration in the Memorandum of Association too. This change calls for passing of a special resolution at a General Meeting of the company and also confirmation by the Central Government which requires filing of an application. Section 13 read rule 30 of Companies (Incorporation) Rules, 2014 amended vide Companies (Incorporation) Second Amendment Rules, 2017 dt. 27-7-2017 [F.No. 1/13/2013 CL-V] contains the provisions regarding shifting of registered office of a company outside the State in which it is located. 2. Purpose of change in registered office from one State to another Change in the place of registered office of a company from one State or Union territory to another State may be required for enabling it -- (i) to carry on its business more economically or efficiently; (ii) to enlarge or change the local area of its operations; (iii) to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company; (iv) to sell or dispose of the whole, or any part of the undertaking(s), of the company; etc. The procedure for shifting of registered office from one State to another is provided hereunder: 3. Approval in Board meeting The shifting of registered office from one place to another demands for passing of a Board resolution. As Board would first, consider the proposal and authorize a person to do the acts necessary for holding of general meeting and passing of special resolution and further, authorize a person to make application to the Central Government on behalf of company. SUBSCRIBE FOR FULL CONTENT

The Tax Publishers

Shifting of Registered Office from one State or Union Territory to Another: Procedural Aspects

Narendra Kumar

Every company is required to have its registered office on or from the fifteenth day of its incorporation and notice of situation of registered office has to be given within thirty days of the incorporation of company to the Registrar further, notice of every change therein has to be filed within fifteen days of such change to the Registrar who would record the same. Change in the situation of registered office may take place by shifting of registered office from one place to another within local limits of same city, town or village; or outside such local limits but within the State; or change in the jurisdiction of RoC within same State; or outside the State where earlier office was situated. This article reads about the procedure for shifting of registered office from one State to another effective from 27-7-2017.

1. Introduction

The Memorandum of Association (MoA) contains name of the State where the registered office is to be situate in a situation clause and thus, shifting of the registered office of a company from one State to another State becomes a difficult task as it involves alteration in the Memorandum of Association too. This change calls for passing of a special resolution at a General Meeting of the company and also confirmation by the Central Government which requires filing of an application. Section 13 read rule 30 of Companies (Incorporation) Rules, 2014 amended vide Companies (Incorporation) Second Amendment Rules, 2017 dt. 27-7-2017 [F.No. 1/13/2013 CL-V] contains the provisions regarding shifting of registered office of a company outside the State in which it is located.

2. Purpose of change in registered office from one State to another

Change in the place of registered office of a company from one State or Union territory to another State may be required for enabling it --

(i) to carry on its business more economically or efficiently;

(ii) to enlarge or change the local area of its operations;

(iii) to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company;

(iv) to sell or dispose of the whole, or any part of the undertaking(s), of the company; etc.

The procedure for shifting of registered office from one State to another is provided hereunder:

3. Approval in Board meeting

The shifting of registered office from one place to another demands for passing of a Board resolution. As Board would first, consider the proposal and authorize a person to do the acts necessary for holding of general meeting and passing of special resolution and further, authorize a person to make application to the Central Government on behalf of company.