Registered Office Change

What is the procedure for changing a registered office's address?

A company’s registered office is the location where all business-related communication takes place. A corporation can have a corporate office, branch, manufacturing, or administrative office in addition to its registered office. However, while a company’s registered office in India must be registered with the Ministry of Corporate Affairs, the company’s other branches and offices might be created without notifying the ROC.

The company’s domicile will be determined by its registered office in India (state of Incorporation). The ROC is defined by the state or location where the company’s registered office is situated. The ROC must be notified of any change of address of a company’s registered office within 15 days.

What is the significance of the registered office address?

It is necessary to specify the company’s registered office and submit the necessary papers when forming a Private Limited Company. The following is a list of papers that must be presented when a business declares a registered office during its incorporation:

  • Bills for electricity, water, and property taxes.
  • If the property is rented, you will need a letter of authorization from the landlord.
  • The lease arrangement between the landlord and the firm is referred to as rent.

The name and address on the energy bill/water bill/property tax receipts must match the landlord’s NOC certificate and the rental agreement completely. It is not necessary for the registered office to be a commercial or industrial building. Furthermore, the registered office cannot be empty property or a construction site. A residential property can also serve as a company’s registered office.

If the company’s registered office has not been determined at the time of incorporation. The Companies Act of 2013 also gives a corporation the option of declaring a temporary address. Within 15 days of forming a business, the registered office shall be stated by filing INC22.

How can I alter the registered office address?

After a company’s registered office is declared by filing the INC 22. Any changes to the company’s registered office must be reported to the ROC. If the registered office address changes within the same city, town, or village, the change must be reported within 15 days by completing the appropriate documents.

The registered office must adopt a specific resolution passed by the business if the change of the registered office address is beyond the city, town, or village limits. If a company’s registered office is to be moved from one ROC jurisdiction to another, the change must be approved by the ROC’s Regional Director.

Changes in a registered office might take a variety of forms.

After a period of time, a company may wish to relocate its headquarters. A company’s registered office must be changed with advance notice. The MCA has set processes for changing a business’s address, which must be followed by the firm.

Types of modifications to the registered office’s address.

  • Within the same metropolis
  • Within the same state and with the same ROC
  • In the same state, to other ROCs
  • Transferring from one state to another

Within the same city, there occurs a change in the registered office.

  1. Changing the registered office in the same city is a straightforward process.
  • To begin, the corporation must call a board meeting and pass a resolution.
  • The MCA requires the firm to submit a form INC22. It must be filed within 30 days of the board resolution being passed.
  • Attach the utility bill for evidence of business address, the owner’s NOC, and the leasing agreement if the space is rented.
  1. Change of registered office address with a new ROC but within the same state
  • If a business wishes to move its registered office from one ROC to another, it must fill out Form INC-23 and submit it to the Regional Director for permission. Within 60 days after the Regional Director’s confirmation, the identical confirmation must be filed with the ROC. The ROC must validate the change of address within 30 days after filing.
  1. In the same state, but with a different ROC, a change of address is made.
  • There are two registrars of corporations in large states like Maharashtra and Tamil Nadu. It is possible that when a company’s address changes, the ROC will change as well. As a result, when such a change occurs, a separate method is followed.
  1. Change of residence in a different state
  • The method for moving A board meeting must be held and a resolution to summon an extraordinary general meeting must be passed.
  1. The EGM will approve a special resolution on the change in the registered office address as well as the modification of the MOA. The MCA must receive the resolution in MGT14 within 30 days.
  2. Not more than 30 days before the date of application to the regional director, the firm must post an advertising for moving the office. It should appear in both a vernacular and a regional newspaper, as well as an English newspaper.
  3. If applicable, the firm should also provide notice to creditors and debt holders, as well as other regulatory agencies.
  4. a registered vehicle from one state to another differs from those of other states. The company’s Memorandum of Association (MOA) changes when the registered office address changes.
  5. To change the registration office, submit an application to the Regional Director, together with the required papers.
  6. If an objection is received, a hearing with the central government will be held, and required instructions will be issued. If there are no objections, the order will be approved without a hearing.
  7. The corporation must file the confirmation obtained from the RD to the ROCs within 30 days of the date of the order.
  8. It is important to file form INC-22 with the appropriate papers to the ROC within 30 days.

The central government shall respond to a change of registered office application outside of the state within 60 days of receiving it, and it should check that the move is made with the permission of creditors, debenture holders, and others before approving the resolution. The federal government’s permission must be lodged with the registrars of both states. The new office must be registered with the ROC of the state in which it will be situated, and a new certificate of incorporation must be granted.

Rule 27: Notification and verification of changes in the registered office's status

The notification of the change in address of the registered office, as well as the verification of the same, must be filled out in form INC 22 and attached to the form above, together with the costs that are required. Section 12’s sub-section (2) specifies the papers to be verified and how they will be verified.

The papers shall be attached to the Form INC-22 in the specified format for both giving indication of the registered office at the time of incorporation and for verifying the registered office of the business when there are changes in the registered office. The following are the documents that must be checked at the registered office:

  • If the registered office is owned by the business, a property transfer document is necessary in the name of the firm.
  • The lease deed or rent agreement, as well as the rent receipts, are necessary if the registered office is leased or rented. Rent receipts should be no more than one month old.
  • If the Director or another person owns the property and the business does not rent it, the firm must provide documentation that it is allowed to use the location as its registered office. The owner’s signature may then be used as a ‘No Objection Certificate.’
  • In all of the aforementioned instances, copies of the utility bills listed below should also be submitted. The bill must include the company’s name as well as the address that is used as the company’s registered address. These invoices should be no more than two months old.
  • Bills for mobile phones, telephone bills, and electricity bills
  • Resolutions relating to the gas bill, such as special resolutions and board resolutions, must be enacted.
  • If the registered office is moved to a location that is not on the local list of the city, municipality, or village where it is now situated, a special resolution must be voted at a general meeting.
  • To enable the permission, a board resolution must be enacted.

The procedure for altering the registered office address is finished after all of the paperwork that have been filed with the MCA have been approved. A business must change its address in all relevant locations. The new address should be updated on all PAN, TAN, bank accounts, other registrations, and licences, as well as in each MOA.

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