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Change of jurisdiction of registrar of companies

Are you a company looking to change the jurisdiction of the Registrar of Companies in India? Changing the jurisdiction can greatly affect how you run your business and what rules you have to follow. It’s important to know how to change the jurisdiction of your Registrar of Companies because there are many things to consider, such as legal and regulatory requirements. In this article, we’ll discuss the steps and things to consider when changing the jurisdiction. This blog will help you make a decision that is best for you.

change of jurisdiction of registrar of companies

What Is the Procedure for Shifting Registered Office from the Jurisdiction of One Registrar of Companies to Another within the Same State?

For a company’s registered office to move from the jurisdiction of one ROC to that of another ROC in the same state, the following steps must be taken:

1. Call a meeting of the Company’s Board of Directors to do the following:

  • To pass a Board resolution to move the Registered Office of the Company from the jurisdiction of one ROC to the jurisdiction of another ROC within the same state; 
  • To give the company’s officials permission to do what they need to do to make the above resolution happen; 
  • To approve the notice for calling the General Meeting; 
  • To give the company’s officials permission to send notice of the General Meeting.

2. Send notice of the General Meeting to the company’s shareholders, directors, and auditors by mail, courier, or email.

3. Call a general meeting and pass a special resolution to move the company’s registered office from one ROC’s jurisdiction to another ROC’s jurisdiction.

4. Send a certified copy of the special resolution, an explanation, and a copy of the notice of the general meeting to ROC on form MGT-14 within 30 days of the special resolution being passed.

5. Make a list of creditors, if any, and get their approval for the proposed shift or ensure the bills will be paid.

6. Make a list of anyone who has made a deposit or bought debentures, if any;

7. Send a notice to the state’s Chief Secretary about the proposed move, making sure to say that the move won’t hurt the employees’ interests.

8. Fill out form INC-23 and send it to the Regional Director along with the following documents:

  • Resolution of the board approving the move of the registered office;
  • A special resolution allowing the registered office to move;
  • A copy of the minutes of the General Meeting where the decision to move was made;
  • A statement from the Key Managerial Personnel or any two Directors authorised by the board that the company hasn’t missed any payments to its workers and either has the creditors’ permission for the proposed shifting or has made plans to pay their bills;
  • A signed statement by the company’s authorised officials that the company doesn’t want to change the jurisdiction of the court where a case is being tried;
  • Copy of the notice sent to the chief secretary, as mentioned in point 7;

9. The Regional Director must decide within fifteen days of receiving a complete application.

10. The application must be approved by the Regional Director’s order, which must be sent to the ROC on form INC-28 within 30 days of receiving a certified copy of the order.

11. After getting approval from the Regional Director, as described in point 9, the application must be sent to the ROC in form INC-22 within 30 days of receiving the certified copy of the order, along with the following documents:

  • An official copy of the Board Resolution passed by the Company’s Board of Directors;
  • A copy of the Special Resolution passed by the shareholders of the company that has been certified as being true;
  • Proof of the address where the company is based;
  • A copy of the last two months’ worth of utility bills;
  • If the company doesn’t own the property, provide proof that the company is allowed to use the address.
  • Copy of order given by Regional Director

12. After getting permission from the ROC, Change the address on the company’s letterheads, banners, signboards, and other documents, papers, etc.

Documents required to send in with your application

  • Changed copy of MoA
  • Copy of the minutes from the special meeting of all members
  • Board of Directors (copy)
  • Authorisation to act for someone else (copy)
  • Newspaper Advertisement (copy)
  • A list of debts and creditors
  • Statement by the company secretary or by two directors (one of them should be the managing director)
  • Service Acknowledgement to CS or ROC of the State
  • Copy of objections and how they were answered (if any)
  • A directive from the Regional Director

What Are the Rules for Shifting of Registered Office?

The Companies Act of 2013 and the rules made under it set the rules for moving a registered office in India. In India, to move a registered office, you must take the following steps:

Check to see what the law says: The company must examine the Companies Act of 2013 and any other relevant laws and rules to ensure the move is legal and follows all rules.

Call a board meeting: The board of directors has to decide to move the registered office at a board meeting. The board must approve the change and permit a director or other authorised person to file the necessary paperwork with the Registrar of Companies by passing a resolution.

Hold General Meeting: The company must hold a general meeting of its shareholders and get them to vote for a special resolution approving the change.

Fill out the necessary forms: Once the resolution is passed, the company has 30 days to file the necessary forms with the Registrar of Companies. Form INC-22 is used to tell the Registrar about a change in the registered office, and Form MGT-14 is used to file the special resolution that the shareholders have passed.

Advertise the change of address: The company must announce the change in a local newspaper and on its website.

Update statutory records: The company must add its new registered office address to all its statutory records and documents, such as letterheads, invoices, and other legal documents.

FAQs: Change of Jurisdiction of Registrar of Companies

How should the change of location of the registered office of the company be reported?

The change in the location of the company’s registered office should be reported to the Registrar of Companies (ROC) by filling out the right forms and making the necessary changes to statutory records.

Can I change my registered office from one state to another with the same ROC?

No, with the change in state the jurisdiction of ROC will change. Accordingly, you need to register under new ROC.

Can the register be maintained at a place other than the registered office?

Yes, a company can keep its register somewhere other than its registered office. However, it must be in the same city, town, or village as the registered office.

Can a company have two registered offices?

No, a company can only have one registered office at a time, but it can have many branches or liaison offices in different places.

What is the form for a change of registered office in ROC?

Form INC-22 is used to change the registered office in ROC.

What is Section 13(4) of the Companies Act, 2013?

Section 13(4) of the 2013 Companies Act says that a company can’t move its registered office from one place to another without a special resolution from the members and the approval of the Regional Director.

Conclusion

In India, the change of jurisdiction of the Registrar of Companies is a complicated process that requires careful consideration of the legal and regulatory requirements. Changing the jurisdiction should be based on business needs, how easy it is to follow the rules, and the regulatory environment. Companies that want to change the jurisdiction of the Registrar of Companies in India should talk to lawyers and follow the right steps. Our experts at Instafiling can guide you through the complete process in a hassle free manner.

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