NBFCs are incorporated under the Companies Act and registered with the Reserve Bank of India (RBI) as NBFC. These companies operate in the financial sector which makes it mandatory for them to get permission from RBI to commence their financial business, by obtaining a Certificate of Registration (CoR) from RBI.

These companies are under obligation to fulfill the statutory requirements imposed by the Companies Act and RBI. One such requirement is to inform both ROC and RBI when the company shifts their registered office.

This article focuses on the procedure NBFC must follow to change their registered office.

How can a registered office of NBFC be shifted?

The registered office of NBFC can be shifted in the following ways:

REGISTERED OFFICE CAN BE SHIFTED AT	APPROVAL REQUIRED
Shifting to the same city, town, or village	Approval from the Board is required
Shifting outside the local limit of the existing place, but within the same state under the jurisdiction of the same ROC	Approval from the Board and members are required
Shifting to a place from the jurisdiction of one registrar to that of another registrar within the same state	Approval from the Board, Members, and Regional Directors is required
Shifting from one state to another state	Approval from the Board, Members, and Regional Directors is required

What is the procedure to be followed by NBFCS for shifting in the registered office?

In order to change the registered office of the NBFC, the following procedure must be followed:

Hold Board Meeting

The Company shall pass board resolution for shifting of the registered office of the company, fixing day, date, and time of Extra-Ordinary General Meeting, and authorizing any director or CS to make an application to RD and other related compliance required for such purpose.

Hold General Meeting

Hold an Extra-Ordinary General Meeting to obtain approval from members through a special resolution for shifting to a registered office.

NOC from Reserve Bank of India (RBI)

The company shall require a No Objection Certificate (NOC) from RBI. For such purpose, a written application shall be made to RBI by an authorized representative of the company.

After RBI is satisfied that the company shall be given NOC, it shall issue the same.

Intimation to Registrar of Companies (ROC) to obtain fresh Certificate of Incorporation

• MGT-14 Form: To be filed within 30 days of passing of the special resolution. Also, attach notice of EGM, Certified True Copy of special resolution with an explanatory statement.
• Form INC 23: To be filed to obtain approval from the Regional Director along with the necessary documents and prescribed fees. (where approval of regional director is required).
• INC 26: To publish an advertisement (as Form No. INC-26) in the vernacular language of the district and in the English language with the widest circulation in the state where the registered office of the company is situated.
• Form INC 28 (Where Regional Director approval is required): To be filed within 30 days from the date of receipt of the order.
• Form INC 22: To be filed within 30 days of receipt of the Regional Director order along with prescribed fees and necessary documents.

Intimation of RBI to obtain fresh Certificate of Incorporation

The Company shall surrender the original Certificate of Registration to RBI after obtaining approval for change in registered office from ROC. Thereafter, RBI shall issue the Certificate of Registration (CoR) to NBFC with the changed address.