Registered Office Change - Company
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Registered Office Address change
How to change the address of a registered office?
The registered office holds pivotal importance as the central hub for all business-related communications of a company. While a company may establish additional facilities like corporate offices, branches, factories, or administrative offices, it is imperative that the registered office of a company in India is officially registered with the Ministry of Corporate Affairs. Unlike other branches, the opening of additional offices by a company does not necessitate prior intimation to the Registrar of Companies (ROC). The location of the registered office in India plays a crucial role in determining the domicile of the company, indicating the state of incorporation. The ROC jurisdiction is determined by the state or location in which the registered office is situated. In the event of a change of address in the registered office, it is mandatory to notify the ROC within 15 days. This notification process ensures compliance with the regulatory requirements outlined in the Companies Act.
Why is the registered office address important?
While incorporating a Private Limited Company it is important to declare the registered office of the Company and to submit the relevant documents. Here is the list of documents to be submitted while declaring a registered office of a company during the incorporation of the company:
- Electricity Bill/Water Bill/ Property Tax Receipt.
- NOC from the Landlord in case if the place is rented.
- Rent or the lease agreement between the landlord and the company.
Procedure to transfer the shares of Private Limited Company
Ensuring consistency in information is crucial, and the details on utility bills (electricity, water), property tax receipts, No Objection Certificate (NOC) from the landlord, and the rental agreement should align precisely. Notably, there is no stipulated requirement for the registered office of a company to be situated in a commercial or industrial property. However, it is essential to note that the registered office cannot be vacant land or a building under construction. Surprisingly, the registered office of a company is not confined to commercial spaces and can also be established in a residential property.
In instances where the company has not finalized the registered office during the incorporation filing, the Companies Act, 2013 provides the flexibility to declare a temporary address. This allows companies to proceed with incorporation smoothly, addressing any uncertainties about the registered office location. To comply with regulatory requirements, the company must officially declare the registered office by filing Form INC22 within 15 days of incorporating the company. This provision facilitates a seamless transition for companies, ensuring both operational flexibility and adherence to legal protocols.
How to change the address of the registered office?
Types of changes in a registered office
Change in the registered office within the same city
The process to change the registered office in the same city is very simple.
- Firstly, the company must arrange a board meeting and pas a resolution about the same.
- The company needs to file a form INC22 with the MCA. It should be filed within 30 days of passing the board resolution.
- The utility bill for business address proof, NOC from the owner, and the rental agreement is the place is rented must be attached.
- Transferee
- Company (Whether listed or unlisted)
Change in the Registered Office Address with a Different ROC within the State:
If a company intends to change its registered office from one Registrar of Companies (ROC) jurisdiction to another within the same state, the company must seek approval from the Regional Director. This process involves submitting an application in Form INC-23. Once the Regional Director grants approval, the company must file the confirmation of this change with the ROC within 60 days. Subsequently, the ROC, within 30 days of receiving the filing, will confirm the change of address.
Change of Address in the Same State but Different ROC:
In larger states such as Maharashtra and Tamil Nadu where there are multiple Registrars of Companies, it is possible that a change in the company’s address may also result in a change of ROC. In such cases, a distinct procedure is in place to manage this specific circumstance.
Navigating these processes accurately is crucial to ensure a smooth transition and compliance with regulatory requirements. Professional assistance or consultation may be beneficial to companies undergoing such changes in their registered office address within the same state but different ROC jurisdictions.
Change of address in another state
The procedure to shift the registered from one state to another is a bit different from others. The MOA of the company changes as the registered office address also changes.
- It is necessary to hold a board meeting and pass a resolution to call an extraordinary general meeting.
- A special resolution is to be passed in the EGM about the change in the address of the registered office as well as for altering the MOA. The resolution must be filed in MGT14 within 30 days with the MCA.
- The company has to publish an advertisement for shifting the office not more than 30 days before the date of application to the regional director. It should be published in at least vernacular or the regional newspaper and in an English newspaper.
- The company should also send a notice to the creditors and the debenture holders if there are any and to other regulatory bodies as applicable to the company.
- An application to the Regional Director should be filed for shifting the registered office along with the documents that are specified.
- In case an objection is received then there is a hearing with the Central government and necessary orders will be passed. If no objection is received, then the order will be passed without any hearing.
- The confirmation received from the RD to the ROCs is to be filed by the company within 30 days from the date of the order.
- Within 30 days it is necessary to file form INC-22 to the ROC with the required documents.
The central government should dispose of the change of the registered office application outside the state within 60 days of the application and before passing the resolution it should confirm that the change is with the consent of the creditors, debenture holder, etc. The approval by the central government shall be filed with the registrars of both states. The ROC of the state wherein the new office will be located has to register the same and a new certificate of incorporation should be issued.
Change of address in another state
Notification of a change in the registered office address is conveyed through Form INC 22, accompanied by the prescribed fees. This form, along with the necessary documents, serves as the official record of the alteration. The documents and their verification are detailed in accordance with the terms specified in sub-section (2) of section 12.
Whether providing initial information about the registered office during incorporation or notifying changes subsequently, the required documents must be attached in the prescribed format with Form INC-22. This procedure ensures the accurate verification of the registered office details and compliance with regulatory standards. By adhering to the specified format and including the necessary documents, companies fulfill the essential requirement of substantiating the authenticity of their registered office information during both incorporation and subsequent changes. The documents that are to be verified of the registered office are mentioned below:
- Suppose the registered office is owned by the company itself then the conveyance deed of the property is required in the of the company.
- In case the registered office is leased or rented then the lease deed or the rent agreement and the rent receipts are required. The rent receipts should not be older than one month.
- If the Director or any other person is the owner and the premises are not on lease by the company, the company is required to attach the proof that the company is permitted to use the place as the registered office. Then this may act as a ‘No Objection Certificate’ from the owner.
- Copies of the utility bills that are mentioned below should also be attached in all the above cases. The bill is required to bear the name of the company along with the address that is used as the registered address of the company. These bills should not be elder than 2 months.
- Mobile bill
- Telephone bill
- Electricity Bill
- Gas Bill
- Resolutions such as the special resolution and the board resolutions are to be passed.
- A Special resolution is to be passed in a general meeting if there is any change in the registered office to a place that is outside the local list of the city, town, or village where the office is currently located.
- A board resolution is to be passed to enable the authorization of the director and then submit the Form INC-22.
Upon approval of all filed forms by the Ministry of Corporate Affairs (MCA), the process of changing the registered office address concludes. The company must promptly update the new address across various platforms, including PAN, TAN, bank accounts, registrations, licenses, and incorporate the alteration in the Memorandum of Association (MOA). This ensures consistent and accurate records, facilitating smooth business operations.
Frequently Asked Questions
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