Change in Registered Office of NBFC

Much like Companies under the Companies Act, 2013. Non-Banking Financial Companies or NBFCs must have a registered office of NBFC from where the official communications and correspondences are carried out. The registered office of the company is generally the city or place where the major stakeholders of the company reside and where the board meetings commonly take place. When there is a change in the registered office of the NBFC, there are four different ways the registered office of NBFC can be changed.

1. When the registered office of the NBFC is shifted to the same city, town, or village, In the event of local transfer, only Approval of the Board of Directors is required.
2. If the registered office is shifted from the city to outside the city limits, but within the same state, or under the jurisdiction of the same registrar of Companies, Board Approval is required.
3. In case of shifting the registered office of the NBFC from the jurisdiction of one ROC to another ROC within the same state, the approval of the board, along with the approval of the Regional Director, is required.
4. In case of shifting the registered office from one state to another, the approval of board and the members, Regional Directors of ROC, along with following the procedure as laid down in the Companies Act,2013.

Process for Change in Registered Office of NBFC

The process for changing the registered office of NBFC is given under section 13(4) of the Companies Act,2013, and read along with Rule 30 of the Companies (Incorporation) Rules, 2014. The steps for the same are –

1. Sending a notice of Board meeting to all the directors of the company at least 7 days prior to the Board Meeting.
2. Convene the Board Meeting and pass appropriate Board Resolution for
3. Deciding the date, time and place of the Extraordinary General Meeting (EGM)
4. Approve Notice of EGM along with the Explanatory Statement under section 102 of the Companies Act.
5. Authorize a Company Secretary to file the minutes of the meeting along with the board resolution with the ROC.
6. Send Notice of the EGM to all members of the company along with proxy form, route map and attendance slip at least 21 days before the date of the meeting.
7. At the EGM, a special resolution will be passed, and the shifting of the registered office of the NBFC will be approved.
8. File Form MGT-14 after 30 days from the General meeting with the Registrar of Companies. Along with a true copy of the Altered MOA and AOA of the Company and a Special resolution passed in the meeting.
9. After filing the form MGT -14, the company has to publish a notice of the change of the registered office of the NBFC in one vernacular newspaper and an English newspaper having wide circulation in the state where the registered office of the company is shifted.

Application to RBI and other Authorities

After having passed a special resolution for vaping in the registered office of the company, the company officials must submit a copy of the application to shift the registered office along with the board resolution with all the relevant regulatory authorities that govern the NBFC, such as the Reserve Bank of India, Chief Commissioner of Income Tax and Income Tax Authorities, SEBI (If the NBFC is a listed Company). After the documents are satisfied, the RBI and other regulatory authorities will issue a No-objection Certificate to the NBFC.

 Documents required to be attached to the application

The NBFC is required to submit necessary documents with the Regional Director for shifting the registered office of the NBFC within 30 days of publishing an advertisement in the local newspapers in form INC -23 with the following documents –

• Certificate of Incorporation of the NBFC
• Restated Memorandum of Association and Articles of Association
• Copies of the Annual report and Board Resolution passed by the company
• Copy of the special resolution that is passed in the EGM, along with the Notice and Explanatory statement
• Minutes of the EGM
• Certificate of Auditor and Audit Report
• List of debenture holders and Creditors of the company
• Memorandum of Appearance in the Board Meeting and Board resolution authorizing a Company Secretary to make regulatory filings for the company.
• Copy of latest audited balance sheet and P/L Statement of the Company
• Shareholding pattern of the company
• Copy of newspaper advertisement
• Affidavits for verifying list of shareholders, creditors, publish newspaper advertisement, list of employees, dispatch and service of notice.
• Power of Attorney or Vakalatnama in favour of professional executing the Resolution of the Board.

Conclusion

While considering a change in the registered office of NBFC, the company must ensure that all the regulatory filings are made and follow the due process of company office shifting as per the Companies Act. The entity is also required to make an application before the relevant statutory authorities, such as the RBI, CIT, SEBI, etc., if the entity falls within the purview of their regulatory framework. Error or failure to follow steps of any of these regulatory compliances can lead to serious consequences and heavy penalties.

If you are looking to shit the principal place of business of your NBFC or banking business and don’t know how to proceed with the same, you can seek assistance from our expert guidance and professional help to help with the process of change in the Registered Office of NBFC. Our comprehensive services would enable you to seamlessly transfer or change the registered office of your NBFC or banking business.

Frequently Asked Questions (FAQs)

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