Change in registered office
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Overview of Change in Registered Office
The registered office of a company serves as the official location where all legal and government communications are sent. Besides the registered office, a company may have multiple other offices, such as a corporate office, administrative office, branch office, or factory. However, it is mandatory to register the registered office with the Ministry of Corporate Affairs (MCA). The company promoters determine the location of this office, and once declared through Form INC-22, any subsequent changes must be reported to the Registrar of Companies (ROC).
The registered office also determines the legal domicile of the company and the jurisdiction of the ROC. Any modification in the registered office address must be communicated to the ROC within 15 days.
Reasons for Change in Registered Office Address
The location of the registered office is typically chosen based on the
convenience of the board of directors and stakeholders. However, certain
situations may necessitate a change in the registered office address:
1. Rapid
business expansion requiring a larger office space and upgraded infrastructure.
2. Expiry
of the existing office lease and the need to relocate.
3. Business
diversification, prompting a move to a location with better market
opportunities.
4. Investment
by another company that necessitates shifting the registered office.
Registered Office Requirements During Company Registration
At the time of incorporation, a company must declare its registered office
and provide the following documents:
1. Water
bill/Electricity bill
2. Property
tax receipt
3. No
Objection Certificate (NOC) from the landlord
4. Lease
agreement between the landlord and the company
The address mentioned in utility bills or property documents must match the
NOC and lease agreement. Furthermore, vacant land or an under-construction
building cannot be designated as a registered office. However, a residential
property can serve as a registered office.
Types of Registered Office Address Changes
1. Change
within the same state.
2. Change
within the same state but outside the existing city, town, or village within
the same ROC jurisdiction.
3. Change
within the same state but from one ROC jurisdiction to another.
4. Change
from one state to another or from one ROC jurisdiction to another.
Procedure for Change in Registered Office Address
1. Change within the Same State
1. Conduct
a Board Meeting to approve the change.
2. File
Form INC-22 with the ROC within 15 days of passing the resolution.
Documents Required:
1. Current
registered office address proof
2. Utility
bill (not older than two months)
3. NOC
from the landlord
2. Change Outside the Existing City, Town, or Village
1. Conduct
a Board Meeting to fix the date, time, and venue for an Extra-Ordinary General
Meeting (EGM).
2. Pass
the resolution in the EGM.
3. File
Form MGT-14 within 30 days of passing the resolution.
4. File
Form INC-22 within 15 days.
Documents Required:
1. Certified
copy of the resolution
2. Form
MGT-14 and INC-22
3. Updated
registered office address proof
4. Utility
bill (not older than two months)
5. NOC
from the landlord
3. Change within the Same State but to Another ROC Jurisdiction
1. Conduct
a Board Meeting and finalize the EGM date.
2. Pass
a special resolution in the EGM for the amendment of the Memorandum of
Association (MOA) and office shift.
3. Publish
a notice in both English and regional newspapers.
4. File
Form MGT-14 within 30 days of the resolution.
5. Apply
to the Regional Director using Form INC-23.
6. Notify
all creditors, debenture holders, and depositors.
Documents Required:
1. Certified
copies of EGM notice, resolution, and minutes
2. Copy
of newspaper advertisement
3. Altered
MOA
4. Affidavit
verifying the application
5. List
of creditors and debenture holders
6. Declaration
from Key Managerial Personnel and two directors
7. Utility
bill (not older than two months)
8. NOC
from the landlord
Frequently Asked Questions:
The registered office of a company is counted as a place where all the official connections related to the company is sent.
Yes. There are four sorts of case for the shifting of registered address of the organization. Kinds of cases are as follows:
1. Change in the Registered Office of a Private Limited Company within the same state.
2. Change in the Registered Office of a Private Limited Company within the same state but outside the existing city, town or village within the same Registrar of Companies (ROC).
3. Change in the Registered Office of a Company within the same state but from one Registrar of Companies (ROC) to another Registrar of Companies (ROC).
4. Change in the Registered Office of a Private Limited Company from one state to another state or from the jurisdiction of one ROC to another.
There is no charge to change your registered address, and it usually takes around two working days for your application form to be processed.
It isn't fundamental, however prudent that at whatever points an organization amends its articles, it ought to guarantee that ensuing to the amendment, the AOA is according to the format indicated under the Companies Act, 2013.
Each business element has a chief place of business which characterizes the personality of the substance and its place of home. On account of an organization, this chief place of business is called registered office and if there should arise an occurrence of partnership or different business form it is call its head office.
The appropriate response relies upon case to case. In case the change of registered office is inside a similar city then this is the least demanding technique. Notwithstanding while at the same time changing starting with one state then onto the next it will require approval of the regional director of the organization.
The adjustment in the ROC must be intimated to the registrar of companies by filing structure INC-22, with which supporting report as the proprietorship papers/Rent understanding and NOC from the owner is attached. The Form INC-22 must be attested by a rehearsing Chartered Accountant or Company Secretary or a Cost and Management Accountant.
1. A copy of the registered office address
2. A copy of the utility bill (not older than two months)
3. NOC for the use of area obtained from the owner
4. Special Resolution
1. Water Bill/Electricity Bill
2. Property Tax Receipt
3. NOC obtained from landlord regarding Registered Office
4. Lease agreement between landlord and the company
Yes.
