In this blog, we will be learning about changes that can be made while altering the registered office clause’s situation in the company’s memorandum of association (MOA).
| Shifting of Registered Office | Effect on MOA |
| Within the local limits of city, town or village | No alteration required |
| Outside the local limits of the city, town or village (within the same state) and within the jurisdiction of the same ROC | No alteration required |
| Outside the local limits of the city, town or village (within the same state) but from the jurisdiction of one ROC to another | No alteration required |
| From one state to another | MOA to be altered |
A. Change within the local limits of the same town
When a company wishes to change the registered office of the company within the local limits then such change can be implemented by the Board of Directors. So, by passing a Special Resolution (SR), a company can alter the situation of its registered office within the limits of the same city, town or village. And for the same, intimation and verification of registered address shall be submitted with ROC in e-form INC 22 within 15 days of such change.
B. Change outside the local limits of any city, town or village
As per Section 12(5), except on the authority of a special resolution passed by a company, the registered office of the company may not be changed-
- In 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 a company; and
- In 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.
C. Change within the same state from the jurisdiction of one ROC to the jurisdiction of another ROC
This change requires an approval from Regional Director as mandated by the Proviso to Section 12(5) of the Act and then only the company will be allowed to change the place of registered office from the jurisdiction of one ROC to the jurisdiction to another ROC within the same state.
In addition to it, Section 12(6) states the Regional Director after viewing the case shall pass orders within a time period of thirty days from the date of receipt of the application. After the approval of the Regional Director is received then the company concerned shall file a copy of the said order with the Registrar of Companies (ROC) within a period of sixty days from the date of the confirmation order by the Regional Director.
The ROC will then be required to record changes made thereunder the company. Also, all the documents and papers kept at the previously registered office shall be transferred to the new ROC.
The company shall then be required to file an application with the Regional Director and one month before shall do the following as well:-
- Publish a notice at least once in daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated; and
- Serve individual notice on each debenture holder, depositor and creditor of the company;
Also, form MGT-14 to be filed with ROC for special resolution.
D. Change of Registered office from one state to another
Where a company wants to change registered office from one state to another then, alteration of the memorandum is said to be done for which special resolution shall be passed. SR passed must be confirmed by the Central Government without which change cannot be made.
The Central Government then, within a timeframe of sixty days and before passing the order may satisfy itself that the applicable clause is fully complied with for the due discharge of all debts and obligations. At the same time, the company will file with the Registrar the special resolution in MGT-14.
After the ROC certifies the change of registered office from one state to another then, a certified copy of the order of the Central Government approving the alteration will be filed by the company in Form INC-28 within the time period of 28 days.
In the end, the Registrar after receiving Form INC-28 duly complied, shall then issue a fresh certificate of incorporation indicating the change of alteration.
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