How can I change the registered office of my company from one city to Kannur within the same state?

Detailed Legal Analysis

To change the registered office of your company from one city to Kannur within the same state, you must follow a procedure as outlined under the Companies Act, 2013.

Here are the steps you need to complete for this process:

• Board Meeting: Convene a Board Meeting to discuss and approve the proposal for changing the registered office. The Board should pass a resolution for the same.
• Special Resolution: If the change involves moving the registered office from one city to another within the same state, you will need to pass a special resolution in a General Meeting as per Section 12(5) of the Companies Act, 2013.
• Notice of Meeting: Send out a notice to all members of the company for the General Meeting where the special resolution will be considered. Ensure that the notice is sent at least 21 days in advance as per Section 101 of the Companies Act, 2013.
• Filing with Registrar: After the special resolution is passed, file the following forms with the Registrar of Companies (ROC) within 30 days:
  • Form MGT-14: This form must be filed for the special resolution.
  • Form INC-22: This form should be filed to notify the change of registered office address.
• Updated Memorandum of Association: If necessary, update the Memorandum of Association to reflect the new registered office address.
• New Address Board: After obtaining approval from the ROC, update the registered office's physical signage to reflect the new address. This is important for compliance and public notice.
• Notify Other Authorities: Inform other relevant authorities and stakeholders about the change of address, including banks, tax authorities, and any licensing bodies.

It is also advisable to maintain proper records of all resolutions passed and documents filed for future reference and compliance checks. Ensure that all changes comply with the provisions of the Companies Act, 2013, particularly Sections 12 and 13, which govern the registered office and its alterations.