Shifting of Registered Office within a State between Two ROC offices

Shifting of Registered Office within a State between Two ROC offices

Shifting of Registered Office within a State between Two ROC offices

A Company can change its registered office from one place to another place after complying the requirements under the Companies Act.

Almost all the states in India have designated offices of Registrar of Companies.  Some states like Maharashtra and Tamil Nadu have two offices of Registrar of Companies(ROC). The ROC offices in Maharashtra are at Pune and Mumbai and the ROC offices in Tamil Nadu are at Coimbatore and Chennai.

Shifting of Registered office of Company within the state of Maharashtra and Tamil Nadu may result in shifting the office from jurisdiction of one ROC to jurisdiction of the other ROC.

Hence, a company situated in these states planning for shifting of registered office will have to first check whether, such a shifting results in shifting of their ROC from existing jurisdiction to the other ROC or not.

When does such shifting occur?

The offices of Registrar of Companies of the Maharashtra and Tamil Nadu have jurisdiction over certain districts under them. When a company located under the jurisdiction of ROC Pune shifts to a district which falls under the jurisdiction of ROC Mumbai, it is said to be a shifting of jurisdiction from one ROC to the other of the same state. Therefore, such a company will be required to take approval from Regional Director for such shifting.

A company can shift the registered office between the jurisdictions of two ROC offices within the same state subject to the approval of the Regional Director. Section 12 of Companies Act, 2013 read with Rule 28 of Companies (Chapter II The Companies (Incorporation) Rules, 2014) prescribes the procedure for shifting of RO between the jurisdictions.

District wise jurisdiction of offices of Registrar of Companies in the Maharashtra and Tamil Nadu

A. Maharashtra

1. Registrar of Companies Pune: Ahmednagar, Kolhapur, Pune, Ratnagiri, Sangli, Satara, Sindhudurg, Sholapur

2. Registrar of Companies Mumbai: Remaining districts in the state

B. Tamil Nadu

1. Registrar of Companies Coimbatore: Coimbatore, Dharmapuri, Dindigul, Erode, Krishnagiri, Nammakkal, Nilgiris, Salem

2. Registrar of Companies Chennai : Remaining districts in the state 

Why does company shift their jurisdiction?

Certain companies go for such a change to enjoy benefits like government support for business set ups, centralize their activities, administrative convenience, etc and also for the ease of doing business in such states. Sometimes, company also shift for fiscal incentives provided by government which will benefit the companies through lesser tax payment and the government by creating more employment, revenue etc.

What is the effect of such shifting?

Subsequent to the relocation of registered office from one ROC to other in the same state, the whole jurisdiction over the company now vests with the new ROC. Hence, the company will get a new CIN and new Certificate of Incorporation after the application is approved. 

Pre-requisites for Shifting Company Registered Office

  • The company must have a new address for changing the registered office.
  • Company should not have defaulted in payment of dues to its workmen
  • Company has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof
  • Employees interest should not be adversely affected consequent to the proposed shifting
  • Company should have filed due financial statements and annual return with registrar.
  • Appoint Company Secretary if company falls under the mandatory appointment of company secretary rules. 

Procedure for shifting registered Office within a State between Two ROC office

  1. Convene Board Meeting by issuing seven days notice and pass the resolution for the approval of shifting of registered office and alteration of Memorandum of Association (MOA) and fix time, date and venue for conducting the Extra Ordinary General Meeting (EGM).
  2. Issue notice of EGM.
  3. Convene an EGM and pass Special Resolution for approval of shifting of registered office and alteration of MOA.
  4. File the special resolutions within 30 days of passing such resolution in Form MGT-14 with ROC.
  5. Intimate the Chief Secretary of the state about the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting
  6. An application to RD Office in Form INC-23 shall be filed by the company along with required documents
  7. The RD shall confirm the application within 30 days of receiving an application.
  8. An application in Form INC-28 for notice of RD’s confirmation order within 60 days of date of confirmation.
  9. The registrar will certify the confirmation within 30 days of filing and the registered office change shall take place from the date of certificate.
  10. File Form INC-22 (verification of registered office) within 30 days of receiving the certificate with copy of resolution and lease/rent agreement in company name or Consent from the owner to use such premise along with proof of address of the new registered office
What is the penalty for contravention?

If a company is in default of complying with the above procedure, then the company and every officer who is in default shall be liable to a penalty of 1000 rupees for every day continuing default but not exceeding 1,00,000 rupees.

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