Vaish’s Opinion

TVA’s Opinion

(a)           Section 13(4) read with Rule 30, provides that the alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government (Regional Director) on an application;

Agreed, and the said order from RD has been duly received dated 20^th August, 2024.

Section 13(7) provides that where an alteration of the memorandum results in the transfer of the registered office of a company from one State to another, a certified copy of the order of the Central Government (Regional Director) approving the alteration shall be filed by the company with the ROC of each of the States in web-form INC-28, “who shall register the same”, and the ROC of the State where the registered office is being shifted to, shall issue a “fresh certificate of incorporation” indicating the alteration;

Agreed, the e-form INC-28 shall be filed on or before 19^th September, 2024 i.e. within 30 days from the date of receipt of the order of RD dated 20th August, 2024.

(c)           Section 13(10) provides that no alteration made under section 13 of the 2013 Act shall have any effect “until it has been registered” in accordance with the provisions of Section 13 of 2013 Act; and

Pursuant to Section 12(4) read with rule 27 of the Companies (Incorporation) Rules, 2014, the notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the ROC in web-form INC-22 within 15 (fifteen) days of the change, who shall record the same.  

Now, the emphasis in on the phrase “within 15 days of the change” i.e. the date of change will determine the due date of filing of e-form INC-22. In our opinion and prevalent market practice, the date of change is decided by the board of directors at a duly convened meeting, wherein they take on record the change in registered office of the company from one state to another duly approved by the RD.

And the date of such board meeting becomes the effective date of “change” and within 15 days of such change, the e-form INC-22 is filed, with the CTC of such board resolution as attachment along with other mandatory attachments.

A snapshot of the e-form INC-22 is attached for your reference to consider the point of “effective date” of change in registered office.

(d)          Section 12(4) read with Rule 27, provides that the notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the ROC in web-form INC-22 within 30 (thirty) days of the change, who shall record the same. 

From the above, it is evident that the change in the registered office address is effective from the date on which the “Certificate of Registration of Regional Director order for Change of State” is issued by the ROC upon filing of web-form INC-28 and the same date should be mentioned in web-form INC-22. However, practically, the ROC does not approve web-form INC-28, till web-form INC-22, is filed with it. Hence, the date on which the Regional Director passes the order approving change in the registered office address is mentioned in Section 4(a) of web-form INC-22.]