• Changing company address

I have Incorporated a company in the month of September 2014. But i had to change the registered office by November 2014, the same updated in Ministry of Corporate Affairs Data base.Now i got a Incorporation certificate which shows my old address & data base shows new address. In the mean time i want to open a current account for my company, the bank personnel are asking to get a Incorporation certificate with changed address, they are not happy with the information provided in the website. All my other documents are valid and in order. Is their request valid when the Master data base in Ministry of Corporate Affairs Shows my changed Address? 

I have asked the Consultant who incorporated my company for issuing a certificate with changed address. he is telling it is not possible to give a new incorporation certificate.

I am not able to trust both Bank and Consultant. Is it necessary to get one more certificate when it shows clearly in database changed address.
Asked 2 years ago in Business Law from Hubli, Karnataka
These are the procedures-
1. Shift from one place to another in the same city- E-Form 18 is to be filed with ROC along with Board Resolution preferably within 30 days.
2. Shift from one city to another-  File E-Form 23 along with ' Notice of General Meeting' and 'certified true copy Special Resolution passed in General Meeting with explanatory statement'. Once it is approved then file e-from 18.
3. Within the same state but from one ROC to another- Form 23 along with ' Notice of General Meeting' and Form 1D with copy of Minutes of Meeting and copy of advertisement in newspaper. Form 18 is also to be filed.
4.From one State to another- Form 23 along with ' Notice of General Meeting' , 'certified true copy Special Resolution passed in General Meeting with explanatory statement', File petition with CLB Form 61 along with detailed application for shifting . From 21 along with CLB or Court or other competent authority order. From 18 is also to be filed.
Devajyoti Barman
Advocate, Kolkata
5239 Answers
54 Consultations
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1. If the registered office is to be shifted from one place to another within the local limits of same municipality
then you must convene a meeting of Board of Directors of the company and pass a resolution approving the change in the Registered Office of the Company from one place to another within the local limits of same municipality. Thereafter, File Form 18 with the concerned RoC within 30 days from the date of the change

Requirements for Form 18 are as follows:

(a) Extract of Board Resolution approving the change in address
(b) Police Station jurisdiction for new address.


2. If the registered office is to be shifted outside the local limits of any city, town or village but within the jurisdiction of same RoC then convene a Board Meeting to consider the proposal of shifting of registered office
and approve the notice calling General Meeting of members.Issue the notice of General Meeting to all members eligible to receive the same. Hold General Meeting and pass the Special Resolution. Form 23 should then be filed within 30 days.

Requirements for Form 23 are as follows:

(a) Notice, Explanatory statement and extract of Special Resolution are to be attached.
(b) File Form 18 with the RoC within 30 days of passing of Special Resolution


3. If the registered office is to shifted from the jurisdiction of one RoC to another RoC then hold a Board Meeting for the proposal to this effect and also for considering the alteration in Memorandum of Association with regard to registered office clause and approve the notice calling General Meeting of members. All the members should be intimated about the General Meeting. The notice should be issued to all members eligible to receive the same
After the resolution is passed it is to be confirmed by Regional Director. Thereafter, File Form 23 within 30 days and intimate ROC.
Ashish Davessar
Advocate, Jaipur
18170 Answers
449 Consultations
5.0 on 5.0
1) you have to call meeting of board of directors for shifting of registered office of company 

2) Board resolution has to be passed in this regard . 

3) E Form 18 has to be filed in with ROC  together with board resolution if regd office is to be shifted in same city  

4) if regd office is to be shifted to another city in same state  then E Form 23 has to be filed together with notice of general meeting along with copy of resolution passed 

5) Within the same state but from one ROC to another- Form 23 along with ' Notice of General Meeting' and Form 1D with copy of Minutes of Meeting and copy of advertisement in newspaper. Form 18 is also to be filed.
Ajay Sethi
Advocate, Mumbai
23334 Answers
1220 Consultations
5.0 on 5.0
1. The certificate of incorporation od your Company has already been issued with the address which was mentioned in the application & it can not be changed,

2. Subsequently the address of your company has been changed which you have already recorded with ROC by filing appropriate form,

3. The said changed address of your company has already been shown in the latest dada base of ROC,

4. Your consultant is right in saying that a fresh certificate of incorporation with changed address of the same company can not be issued.
Krishna Kishore Ganguly
Advocate, Kolkata
12131 Answers
233 Consultations
5.0 on 5.0
1) if the bank is delaying process of opening your account approach another bank 

2) it is at discretion of bank whether to accept your application for opening bank account or not . 

3) you can file RTI application with your nationalised bank  to find reasons why your application for opening bank account has not been accepted
Ajay Sethi
Advocate, Mumbai
23334 Answers
1220 Consultations
5.0 on 5.0
1. The Certificate of Incorporation states the address of the Company at the time when it was incorporated,

2. Certificate of Incorporation is issued only once at the time of its incorporation and are not issued afresh with every change of address,

3. If other requirements are fulfilled, the Bank should opren your account with them,

4. You can collect the reason shown by the Bank for their such act through RTI route or can lodge a complaint to Bank's Ombudsman,

5. You can also approach any other Bank in this regard.
Krishna Kishore Ganguly
Advocate, Kolkata
12131 Answers
233 Consultations
5.0 on 5.0

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