Registered office change
Introduction
The registered office of a company serves as the epicentre for official correspondence and dealings related to the business. While a company may have various offices like corporate, administrative, branch, or factory locations, the registered office holds a unique position. The Ministry of Corporate Affairs mandates the registration of this office, and any alterations to its location must be promptly reported to the Registrar of Companies (ROC).
Understanding the Company’s Domicile
The location of the registered office determines the company’s legal domicile and plays a crucial role in determining the ROC under which the company falls. Any changes to the registered office address must be communicated to the ROC within 15 days.
Requirements During Company Registration
When incorporating a company, one must declare the registered office’s address. The following documents are typically required during this process:
- Water Bill/Electricity Bill
- Property Tax Receipt
- NOC from the landlord regarding the Registered Office
- The lease agreement between the landlord and the company
Types of Registered Office Address Changes
- Change in the Registered Office of a Private Limited Company within the same state.
- 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).
- 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).
- 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.
Procedure for Changing the Registered Office Address
Change in Private Limited Company’s Registered Office within the Same State
- Conduct a board meeting to make a decision.
- File Form INC-22 with the ROC within 15 days of passing the resolution.
Documents Required with Form INC-22:
- Copy of the current registered office address.
- Copies of utility bills (not older than 2 months).
- NOC for the premises’ use obtained from the owner.
Change in the Registered Office of a Private Limited Company Outside the Current City, Town, or Village
- Conduct a board meeting to set the date, time, and venue for an Extraordinary General Meeting.
- Pass a decision about changing the office address during the Extraordinary General Meeting.
- File Form MGT-14 with the Registrar of Companies within 30 days of passing the resolution.
Documents Required with Form MGT-14:
- A certified copy of the resolution.
- File Form INC-22 with the Registrar of Companies within 15 days of passing the decision.
Documents Required with Form INC-22:
- Copy of the registered office address.
- Copy of utility bills (not older than two months).
- NOC for the use of the area obtained from the owner.
- Special Resolution.
Change in the Registered Office of a Company from One ROC to Another in the Same State
- Conduct a board meeting to finalize the date, time, and venue for an Extraordinary General Meeting.
- Pass a special resolution during the Extraordinary General Meeting.
- Publish a notice in an English and a Vernacular newspaper, specifying the updated office address.
- File Form MGT-14 with the ROC of the company within 30 days of concluding the decision.
- Submit an application to the Regional Director in Form INC-23.
- Publish a notice in a daily newspaper in English and the principal language of the district where the registered office is located.
- Send individual notices to debenture holders, depositors, and creditors affected by the alteration in MOA.
Documents Required for Regional Director’s Confirmation:
- A certified true copy of the Extraordinary General Meeting notice.
- A certified true copy of the resolution passed during the Extraordinary General Meeting.
- Minutes of the Extraordinary General Meeting.
- Copy of newspaper advertisements.
- Copy of the altered MOA.
- An affidavit verifying the application.
- List of creditors and debenture holders entitled to object.
- Declarations from the Key Managerial Personnel.
- Declarations from any two Directors confirming no defaults in payments to workmen.
The Regional Director communicates the confirmation within 30 days of receiving the application. Subsequently, file Form INC-28 with the ROC within 30 days from the date of submission. Afterwards, file Form INC-22 with the ROC within 15 days of changing the registered office, along with the following documents:
- Copy of the Registered Office Address.
- Copy of utility bills (not older than 2 months).
- NOC from the owner for the use of premises.
Change in the Registered Office of a Private Limited Company from One State to Another or a Different ROC Jurisdiction
- Conduct a board meeting to determine the date, time, and venue for an Extraordinary General Meeting.
- Pass a special resolution during the Extraordinary General Meeting.
- Publish a notice in both English and the principal language of the district where the registered office is situated.
- Obtain no objections from the Regional Director within 21 days to proceed with shifting the registered office.
Documents Required for the Regional Director’s Confirmation:
- A certified true copy of the Extraordinary General Meeting notice.
- A certified true copy of the resolution passed during the Extraordinary General Meeting.
- Minutes of the Extraordinary General Meeting.
- Copy of newspaper advertisements.
- Copy of the altered MOA.
- An affidavit verifying the application.
- List of creditors and debenture holders entitled to object.
- Declarations from the Key Managerial Personnel.
- Declarations from any two Directors confirming no defaults in payments to workmen.
The Regional Director confirms within 30 days of receiving the application. Subsequently, file Form INC-28 with the ROC within 30 days from the date of submission. Finally, file Form INC-22 with the ROC within 15 days of changing the registered office, attaching the following documents:
- Copy of the Registered Office Address.
- Copy of utility bills (not older than two months).
- NOC from the owner for the use of premises.
Conclusion
Changing your company’s registered office is a well-defined process guided by the Companies Act of 2013. Adhering to these procedures ensures that your company’s official address aligns with its actual location, maintaining transparency and compliance with legal regulations.
Embarking on the journey of relocating your registered office? Our experts are ready to assist you in navigating the process.
(Kindly note that personalized guidance, tailored to your specific location’s regulations, is available upon consultation with our experts.)
