Change in Registered Office Address – An Overview
Section 12 of the Companies Act of 2013 states that all businesses, including LLPs, must have a registered office at the time or within 30 days of registration. The primary place of business for a corporation or LLP is its registered office address. The Ministry of Corporate Affairs (MCA) sends formal letters to that location. Therefore, the RoC or MCA must be notified of any change in registered office’s address.
A business may have several locations, including a corporate office, a branch office, an administrative office, and much more. However, the MCA should only be informed of the registered office address. There is no requirement to notify the RoC or MCA about the formation or modification of the address of the company’s additional offices.
Documents Required for Change in Registered Office Address
Rule 27: Notice and Verification of Change of Situation of the Registered Office
- As per the rules and regulations it is crucial to file Form INC-22 along with the required fees when you alter the office address
- The papers and the process for confirming them are described in Section 12’s subparagraph (2).
All the required paperwork along with Form INC-22 has to be filed every time the registered office alters its business address. All the list of documents has to be verified by the registered office.
The following documents have to be submitted without fail.
- Property transfer deed
- Lease deed
- Rental documents
- All these documents should be in the name of the company itself
- The total amount of rent receipt should not exceed one month
- If the property is owned by the director or another person, the company should submit evidence including a Non-Objection Certificate (NOC) to the registered authorities.
In all of the aforesaid circumstances, papers of the utility should be documented. The address that serves as the company’s registered address must also be included in the bill along with the firm name. 2 months is the major period provided for filing and should not be crossed. Gas, electricity,phone bills, board resolutions and special resolutions must be adopted.
The board members should pass a resolution to permit the director’s authorisation to move the company to a property owned by the director.All the paperwork should be submitted along with Form INC-22. Subsequently, the MCA will initiate the change in registered office of company.
A company needs to change company address in all the required places.The PAN, TAN, and bank accounts, along with all other registrations, licenses, and changes to each MOA should all be updated with the new address.
Types of Change in Registered Office
Under different circumstances, an organisation can decide to change its functioning address. However, in this situation, it is mandatory to follow a proper procedure. The overall procedure to alter a company’s official address is clearly described by the Ministry of Corporate Affairs (MCA). It is crucial to follow the same procedure to avoid any penalties. Address changes are broadly classified into four different types. The process for each type varies optimally.
Changing the registered office within the same city
Initially arrange a company board meeting and pass the resolution file Form INC-22 with the MCA within 30 days of passing the resolution provides business address proof and NOC from the owner.
Changing in registered office address in a different ROC in the same state
In this scenario the company should apply for approval with the regional director through Form INC-23. After passing the change resolution it has to be filed with the ROC within 60 days. Change in address will be initiated within the next 30 days of filing the application.
Change of address in the same state in different ROC
Bigger states like Tamil Nadu and Maharashtra have different ROCs. There is a completely different procedure in this case.
Changing company address directly to another state
In this scenario, the MOA of the company completely changes.
- Initially, a board meeting has to be initiated and the resolution should be passed
- All the resolution regarding the change in address of the registered office has to be finalised in the MOA
- Subsequently MGT-14 has to be filed with the MCA in the next 30 days
- An advertisement should be published regarding the office change in both vernacular and English language within 30 days before the date of application
- Notice to all creditors and other partners should be passed down
- The regional director should be intimated regarding the registered office change with the documents
- In case of an objection a central government hearing is provided
- All the necessary orders will be passed
- After getting confirmation from the regional director the ROC will update the address within 30 days from the date of the order
- Form INC-22 has to be filled with the ROC along with the mandatory documents.
Compliances for Change in Registered Office of a Company
Under the Same ROC
Compliances are relatively simple if the Company relocates its Registered Office within the jurisdiction of the same Registrar of Companies.
a) Change in a Company’s Registered Office Within the Same City
Compliances for changing a company’s registered office within the same city, village, or town are as follows:-
- For a change of Registered Office, the company must pass a Board Resolution
- Within 15 days of the Board Resolution, Form INC-22 should be submitted to ROC.
B) Change in a Company’s Registered Office Outside the City
Compliances for a change in registered office of a company outside of a city or town where it still falls under the jurisdiction of the same ROC are as follows:
- The Board of Directors must convene and vote on a resolution to call the Extraordinary General Meeting
- The company’s shareholders must pass a special resolution to change the Registered Office of the company
- The forms INC-22 and MGT-14 must be submitted to ROC within 30 days of the special resolution being passed.
Under Different ROC
When a company moves its registered office from one ROC’s jurisdiction to another, the procedure becomes a little more complex. Let us go over the procedure:
Change of Registered Address Within the Same State
Compliances for changing a company’s registered office outside of city limits but under the jurisdiction of another ROC within the same state are as follows:
Passing Resolution
The Board of Directors should adopt a resolution calling for an EGM | At the EGM, the company must pass a special resolution | Within 30 days of the resolution’s passage, the special resolution will be submitted to ROC along with MGT-14.
Application to Regional Director
- At least one month before applying for Regional Director, the company should publish a public notice in the newspaper about the change of registered office
- All debenture holders, creditors, and depositors should be individually notified by the company. So that if their rights are violated, they can notify the Regional Director. This notification should be made within 21 days of receiving the notice
- Following the publication of the notice, the company may apply to the Regional Director using form INC-23.
Filings at the ROC
- If the Regional Director is satisfied, he will issue confirmation within 30 days of the application’s receipt
- Within 60 days, the Company must file such confirmation with ROC
- Within 30 days, ROC will also issue a confirmation for the change of office
- The order from the ROC will serve as confirmation that all of the provisions of the act have been followed.
Change of Registered Office Out of State
Compliances for changing a company’s registered office from one state to another are as follows:
Passing Resolution
The Board of Directors should adopt a resolution calling an EGM | For the change of registered office and modification of the Memorandum of Association, the company must pass a special resolution at the EGM | Within 30 days of the resolution’s passage, the special resolution will be submitted to ROC along with MGT-14.
Application to Regional Director
At least one month before applying for Regional Director, the company should publish a public notice in the newspaper about the change of registered office | All debenture holders, creditors, and depositors should be individually notified by the company. So that if their rights are violated, they can notify the Regional Director. This information should be provided within 21 days of receiving notice | The company can submit an application to the Regional Director using form INC-23 | If the Central Government is satisfied, it will issue confirmation within 60 days of the application’s receipt.
Filings at the ROC
- Within 60 days, the company should file confirmation from the Regional Director with ROC using form INC-22
- The Central Government’s approval should be filed with the ROCs of both states using form INC-28
- The ROC will also send a confirmation of the change of office. The order from the ROC will serve as confirmation that all of the provisions of the act have been followed.
Why is the Registered Office Address Important?
The registered office address is important for a company or business entity as it serves as the official address of the company where all the official communications and legal notices are sent by the government authorities, regulatory bodies, and other stakeholders. It is also the address where the company keeps its statutory records, such as books of accounts, registers, and other important documents. Moreover, the registered office address is used for the purpose of determining the jurisdiction of the company and for the service of legal process. Thus, having a valid and updated registered office address is crucial for the smooth functioning and compliance of a company.
