Anil, Sunil and Vaishali are close friends from a renowned business family. After doing their masters from IIM, Ahmadabad they decided to start e-commerce in commodities. However, they were not sure about the legal forma

In the instant case the change in registered office of the company shall be within the same state but from the jurisdiction of ROC, Pune to the jurisdiction of ROC, Mumbai. As per section 12(5) of the Companies Act, 2013 read with rule 28 of the Companies (Incorporation) Rules, 2014, no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company. {Proviso to Section 12(5)} Thereafter, the Regional Director shall examine the application and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of application complete in all respects. The certified copy of order of the Regional Director, approving the alternation of memorandum for transfer of registered office company within the same State, shall be filed in Form No.INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of certified copy of the order. Under rule 28 of the Companies (Incorporation) Rules 2014, application shall be made to the Regional Director in Form No.INC.23 along with the fee and following documents shall be furnished: Board Resolution for shifting of registered office; Special Resolution of the members of the company approving the shifting of registered office; a declaration given by the Key Managerial Personnel or any two directors authorized by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof; a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending; acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees' interest is not adversely affected consequent to proposed shifting. Accordingly, the company may shift its registered office from Pune to Mumbai only after passing Board resolution and a special resolution in the general meeting, obtaining confirmation order of the Regional Director and complying with the other procedural requirements. Hence, the advice of the legal officer is not correct. As per rule 12(6) the confirmation referred to in sub-section (5) shall be communicated within a period of thirty days from the date of receipt of application by the Regional Director to the company and the company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation who shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.