Changing of ROC Introduction:

The official address of a company is a registered office (RO) where all government or legal information is sent, and this information recorded with the Register of Companies (RoC). According to the Companies Act 2013, companies need to paint name as well as their registered office address outside every office.

Under the Companies Amendment Act of 2017 in India requires companies official RO from the date of commencement or within 30 days of its incorporation. According to Indian law, each company can have multiple trading address but only one RO.

India’s Companies Act 2013 allows company to change its registered office from one state to another. For this, to seek more growth in terms of resources, public demand, government policies or better management.

 The requirement of Changing Registered Office Address:

Approval of shareholder required in the form of Special Resolution
If a company have more than 200 shareholders, then Special Resolution is passed under Section 110 read with rule 22 of the Companies Rules,2014
 
The procedure of Changing Registered Office Address under Companies Act 2013:

These are the following step company need to follow to shift its registered office from one state to another state:

 Step 1: 

First of all, the company prepared a draft Memorandum and Articles of Association.

Step 2:

Secondly, the shareholders hold a meeting with directors and pass the necessary Board Resolution by following the standards of ICSI in SS-1 for board meetings. Moreover, to authorize the Directors or Company Secretary is to sign and issue a notice of Extraordinary General Meeting (EGM).

Step 3:

In this step Extraordinary General Meeting of shareholders is convened to pass the special resolution for change of the company in MoA. The purpose of this resolution is the decision is taken by more than 75 per cent voting rights.

Step 4:

In form MGT-14, the company will attach the certified copy of the resolution with the prescribed fee within 30 days of passed the resolution to the Registrar of Companies.

Step 5:

File application in form INC 23 to get approval for alteration of MOA with federal government along with the following documents:

Original copy of the special resolution with Explanatory Statement
Copy of MoA and Article of Association of the company
Notarized copy of the lease
Copy of power of attorney
List of company creditors and debenture holders
An affidavit from the directors
When documents are attached to the application, it must be sent to the registrar of the state and chief secretary where the company RO is located.

Step 6:

In this step notice of application will send to via registered post to all creditors and debenture holder, registrar or any relevant regulatory authority in which the company governs under a law such as SEBI and RBI

Step 7:

In case of objection raised by person send objection copy to the federal government before the hearing

Step 8:

Suppose the federal government or regional director will not receive any objection. In that case, the RD will put on order without hearing and confirm the changes by making an order without any terms and conditions.

 
Step 9:

Once the order is passed, it will take 30 days to the Roc to make form INC-28 effective and approving the shifting of the registered office.

These are the following documents required for shifting the RO to another state:

List of Company Directors
List of Company Shareholders
Copy of public notice published
Copy of certified MoA and AoA
NOC from owner
Copy of rent agreement of the company for the new proposed address
Utility bills as proof of premises
Under Companies Act shifting of registered office address from one state to another is not permitted if the company has any inquiry, inspection and objection raised by any person.

Drafted By:
CS.A.Maniraj.,B.Com.,ACS.,CA(Fin), Independent Director 
Certified CSR Professional., Certified GST Professional.