Here, LegalDelight present its new ppt on the topic of Shifting of Registered Office of the Company - Outside the Local Limit . Under this PPT, a reader would get to know about the Legal Aspects for CHange of Registered Office of the Company, Process to be followed for shifting of registered office, Important key point for shifting of registered office, and post shifting compliances

1. Shifting of Registered Office
-Outside Local Limits-
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2. Introduction
▰ A Company can shift its registered office from one place to another. It could be shift within local limits, outside local
limit, one state to another or from one registrar to another Registrar.
▰ If a Company shifts from one place to another and the changed registered office is not situated within the local limits
of the existing registered office, then such shift will be called as shift in registered office outside the local limit.
▰ For example: If a Company operates in northern part of Delhi and its new registered office is situated in southern
part of Delhi then such shift will be outside the local limits as the PIN code of respective registered office will be
different.
▰ The simple way to understand whether shift from one place to other is within local limit or not is to check the change
in PIN code of both places. Last 3 digits of the PIN code of any place shows the jurisdiction of the place as per postal
address. If last three digits of PIN code of new address is different from the previous address’s PIN code then it will
be considered as shift in registered office outside the local limit.
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3. Legal Aspects
▰ Companies Act, 2013 (Act) permits the change in registered office after complying rules and procedure as
prescribed under the Act.
▰ Section 12 of Companies Act, 2013 “Registered Office of Company” is wholly dedicated for the concept of the
Registered office, it also covers the provisions for process to change the registered office.
▰ Rule 27 of the Companies (Incorporation) Rules, 2014 deals with notice and verification of change of situation of the
registered office.
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4. Process to be followed
Section 12 of Companies Act, 2013 and Rule 27 of the Companies (Incorporation) Rules, 2014 specifies the process
through which a Company can shift its registered office. Below given is a summarised procedure for changing registered
office outside local limit of the Company.
▰ Any director or person authorised by the Board will dispatch a notice to call for Board Meeting.
▰ Notice shall be given as per section 173 of Companies Act, 2013 read with secretarial standard 1 on Board
Meetings.
▰ Conduct Board Meeting to consider the shift in registered office of the Company.
▰ Pass the board resolution after assent of the board members and call for a general meeting for approval of
members to approve the shift in registered office outside the local limit and authorise any director or any
authorised person to sign relevant forms, certified copy of resolution and other document as may be required to
give effect to this resolution.
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5. Process to be followed
▰ Dispatch notices for calling an EGM/ AGM to all the members in accordance with provisions section 101 of
Companies Act,2013 read with SS 2 on General Meetings.
▰ Accord approval of Members through Special Resolution at EGM/AGM for change in registered office.
▰ File E form MGT-14 to submit special resolution with the Registrar of Companies.
▰ After passing special resolution, file the intimation of change to the registrar of companies within 30 days from the
date of passing special resolution in the E form INC-22.
▰ After scrutinising the form and documents as attached to the form, the Registrar will consider the shift in registered
office and accord its approval.
▰ Post-approval from the Registrar, Company can consider the revised official address as its registered office.
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6. Points to be Remember
▰ As per section 12 of the Act, shift in Registered office outside the local limit requires consent of Members through
Special Resolution.
▰ As per section 110 of the Act, companies having members more than two hundred are required to pass the
resolution for change in place of registered office outside the local limits of any city, town or village through postal
ballot.
▰ E form MGT-14 is to be filed prior to filing E form INC-22 as SRN of MGT-14 is to be filled in E-form INC-22.
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7. 7
Post Approval Compliance
After getting approval from the Registrar, Company should follow below given action points:
 Revise the registered address in all its business letters, billheads, letter papers and in all its notices and other official
publications.
 New address should be displayed on the Name Plate of the Company as displayed outside the office.
 Intimate the change in registered office to all banks where Company have accounts so that all communication made
by Banks should be delivered at correct address.
 Similarly, Company should inform all its vendor, parties, suppliers and other stakeholders regarding the shift in
registered office.
 Change in registered office also to be updated with government departments where Company has registered itself
like Income tax authority, GST, Shop & Establishments and any other department where Company is registered.
It is pertinent to note that the above stated regulatory framework are as per Companies Act, 2013 only, If any Company
is registered with other any regulatory bodies like SEBI, RBI, MSME, IRDA , Companies have to follow additional
compliance as prescribed by different regulators under which Company is registered.

8. Thanks!
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