Compliance Procedure

Here’s a concise outline of the steps involved in relocation of registered office outside the local limits of a City:

1. Issue Board Meeting Notice: Dispatch notices to all directors at least seven days prior, including agenda, draft resolutions, and explanatory notes. Shorter notice is permissible for urgent matters with the director’s consent.
2. Hold Board Meeting and Approve Resolutions: Convene the meeting to:

• Approve the proposed shift, contingent on shareholder ratification.
• Authorize an Extraordinary General Meeting (EGM) or postal ballot (mandatory for companies with over 200 members per Section 110).
• Finalize the EGM notice with an explanatory statement under Section 102.
• Delegate authority to a director or Company Secretary for subsequent filings and communications. 

3. Secure Shareholder Approval via Special Resolution:

• Issue EGM notice at least 21 days in advance, via post, email, or electronic means to members, directors, auditors, and debenture trustees, if any.
• Include details of the new address, rationale, impact, and potential risks.
• Conduct the EGM or postal ballot; pass the special resolution approving the relocation effective from a specified date.

4. File E-Form MGT-14: File the Form MGT-14 within 30 days of the special resolution, along with the Certified special resolution copy with explanatory statement.
5. File E-Form INC-22: File the Form INC-22 within 30 days of the resolution serving as a notice of change of registered office, along with the following supporting documents:

• Special resolutions;
• Rent/Lease Agreement (notarized and stamped);
• No Objection Certificate (NOC) from Owner; and
• Recent utility bill (Not Older than 2 months), or Property Tax Receipt.

6. Track Approval: Upon submission, the ROC reviews and approves the change by updating the company’s master data.
7. Post-Approval Compliances: Once the ROC approves the changes, the signage, letterheads, invoices, and publications shall be changed, and the banks, Income Tax (for PAN/TAN), GST authorities, EPF/ESI, and other regulators shall be notified about the change.

Risks of Non-Compliance

Delay in filing Form INC-22 can attract penalties capped at ₹1,000 per day for the company and Officers in Default, subject to a maximum amount of ₹1,00,000.