Change in Registered Office of NBFC

The Registered office of a business is a principal place of business. In India, the company is required to have a registered office from the date of commencement of business or within fifteen days from the date of incorporation whichever is earlier. The Registered office of a company is the official address of a company to which all official letters and reminders are sent by any person, government or non-government or regulatory body.

Shifting of Registered Office

The Registered office of a company is generally a place where most of the stakeholders reside for their convenience. However, for the better management of the company, need to shift the registered office of NBFC may arise?

Here are the following four ways of shifting the registered office of the company:

• In case shifting of registered office in the same city, town or village. Under this only board, approval is required.
• In Case shifting of registered office to a place outside the local limit of the existing place but within the same state under the jurisdiction of the same Registrar of Company. Under this, board approval as well as members approval is required.
• In case shifting from registered office to a place from the jurisdiction of one registrar to that of another registrar within the same state. Under this, board approval, member approval, as well as Regional Directors approval requires.
• In case shifting of registered office from one state to another state. Under this, board approval, member approval, as well as Regional Directors approval requires.

 

PROCEDURE FOR SHIFTING OF REGISTERED OFFICE OF NBFC:

In NBFC for change in registered office of the company, there is a requirement of NOC from Reserve Bank of India for such change and another procedure is similar to a normal private or public limited company.

• Hold Board Meeting

1. For proposed change in office, firstly obtain approval of the board of directors.
2. After obtaining board approval, draft notice of General Meeting to take approval of Members, if applicable.
3. The Board shall authorize any Director or Company Secretary to file an application for the name change with Registrar of Companies or Regional Director and Reserve Bank of India.
4. The Board shall authorize the Director and the Secretary severally to see that the consent of the Creditor and debenture holders if any etc. is obtained.

 

• Hold General Meeting

1. Obtain approval of the members regarding the proposed shifting of registered office by passing Special Resolution.
2. A special resolution shall be subject to the approval of Regional Director, if applicable.

 

• Application to Reserve Bank of India (RBI)

1. On the letterhead of the Company, the authorized person shall file an application to RBI by writing request letter. For taking No objection Certificate for shifting of registered office, no specified format given by the RBI.
2. After satisfaction, RBI shall issue the No Objection Certificate for the name change.

 

• Filing with the Registrar of Companies (ROC) to obtain fresh certificate of Incorporation

1. E Form MGT-14

After obtaining shareholders’ approval the next step is to file e-form MGT-14 within the 30 days from the passing a special resolution for change in Memorandum of Association of the Company.

2. E form INC 23

The E form INC 23 shall be filed with Regional Director supported by the above application in case regional director approval is required.

3. E form INC 26

In the case when a company requires obtaining regional director approval, the company shall advertise Form INC.26 in a vernacular newspaper in which the registered office of the company is situated and one in an English newspaper at least 14 days before the date of hearing given by Regional Director.

4. E form INC 22

The applicant shall file E Form INC 22 with the registrar along with the required documents in each and every case.

5. E form INC 28 (In the case when Regional Director approval is required):

The applicant shall file Regional Director Approval with Registrar of Company in E form INC 28.

 

• The issue of Fresh Incorporation Certificate with the updated registered office:

Company shall surrender original Certificate of Registrations issued by the concerned Reserve Bank of India to the same department of Non-Banking supervision on obtaining approval of ROC on the change in registered office. After this, RBI shall issue the new certificate of Registration as Non-Banking Finance Company with the updated registered office address.