Registered Office Change - Company
A company might find it necessary to relocate its office. MCA has outlined a detailed procedure for changing the address
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Registered Office Change – Company An Overview
The registered office of a company serves as the designated location for all official communications related to the company. In addition to the registered office, a company may establish a corporate office, administrative office, branch office, factory, or other facilities. However, it is only the registered office that is required to be registered with the Ministry of Corporate Affairs. Other offices or additional locations may be established by a company without the need to inform the Registrar of Companies (ROC).
The registered office also establishes the company’s domicile, indicating its state of incorporation. The state or location of the registered office determines the specific Registrar of Companies (ROC) to which the company must submit its registration application. Any changes to the address of the registered office must be communicated to the Registrar of Companies (ROC) within a period of 15 days.
Registered Office Requirement during Company Registration
During the incorporation of a company, it is essential to specify the registered office and provide supporting documentation. Generally, the following documents are required to be submitted when declaring the registered office of a company at the time of incorporation:
- Electricity Bill / Water Bill / Property Tax Receipt
- No-Objection Certificate (NOC) from Landlord for Registered Office
- Rental or Lease Agreement between the Landlord and the Company
It is essential to ensure that the name and address listed on the electricity bill, water bill, or property tax receipt correspond precisely with those on the NOC Certificate from the landlord and the Rental Agreement. Additionally, it is important to note that a company’s registered office cannot be situated on vacant land or in a building that is under construction. However, there is no stipulation that the registered office must be located in a commercial or industrial property; it may also be established in a residential property.
If a company has not designated its registered office at the time of incorporation, the Companies Act of 2013 allows for the declaration of a temporary address. Subsequently, the company is required to officially declare its registered office by submitting Form INC 22 within 15 days following its incorporation.
Registered Office Change
Upon the declaration of a Company’s registered office through the submission of INC 22, any subsequent modifications to the registered office must be communicated to the Registrar of Companies (ROC). Any alteration of the registered office address within the same locality of a city, town, or village must be reported within a period of fifteen days by submitting the requisite forms. In instances where the registered office is relocated beyond the local boundaries of any city, town, or village, such a change necessitates the approval of a special resolution by the Company. Furthermore, if the registered office is to be transferred from one ROC jurisdiction to another, the change must receive the endorsement of the Regional Director of the ROC. For additional details regarding the process of changing a Company’s registered office, please refer to IndiaFilings.
Rule 27: Notice and verification of change of situation of the registered office
The notification regarding the alteration of the registered office’s location, along with its verification, must be completed using form INC 22, accompanied by the requisite fees, and submitted alongside the aforementioned form. The necessary documents and the procedure for their verification are outlined in sub-section (2) of section 12. To confirm the registered office of the company, the relevant documents must be attached in the specified format to form INC-22, applicable both at the time of incorporation and whenever there are modifications to the registered office. The documents required for verification, contingent upon the ownership status, are listed below.
- In case the registered office owned by the company itself, the conveyance deed of the property in the name of the company is required.
- In case the registered office is taken on lease/rent by the company, the lease deed or the rent agreement and rent receipts (in case of rental) is required. The rent receipt cannot be older than one month.
- In case the office is owned by the director or any other persons and the premises are not on lease by the company, the company needs to attach proof that the company is permitted to use the place as its registered office. This may be in the form of a ‘No Objection Certificate’ from the owner.
It is necessary to attach copies of the utility bills specified below in all aforementioned instances. These bills must display the name of the company along with the address intended for use as the registered address of the company. Additionally, the bills should not be older than two months.
- Mobile phone bill
- Telephone bill
- Electricity bill
- Gas bill
The organization is required to adopt specific resolutions, including both the special resolution and the board resolution.
Special Resolution – This resolution must be approved during a general meeting if there is a desire to relocate the registered office to a location outside the local jurisdiction of the current city, town, or village where the office is situated.
Board Resolution – A board resolution is required to grant the director the authority to sign and submit form INC-22.
Alteration of Registered Office to a Different Registrar of Companies while Remaining in the Same State.
Should the company intend to relocate its registered office from the jurisdiction of one Registrar of Companies (ROC) to another, it must seek the approval of the Regional Director (RD) by submitting an application in the format specified in form INC-23. Following the Regional Director’s endorsement of this relocation, the company is required to submit the confirmation to the ROC within a period of 60 days. The ROC is obligated to acknowledge the change of address within 30 days of receiving the submission.
Relocation of Registered Office to a Different State.
The organization is required to modify the Memorandum of Association in order to relocate its registered office from one state to another. A special resolution must be adopted by the company to facilitate this amendment to the MOA. This resolution is to be submitted to the Registrar of Companies (ROC) using form MGT-14 within 30 days following its approval. Additionally, to effectuate the change of the registered office across state lines, the company must obtain the consent of the Central Government (CG) by submitting form INC-23. The necessary documents to accompany the application in form INC-23 are listed below.
- A copy of the special resolution sanctioning the alteration by the members of the company.
- a copy of the memorandum and articles of association
- A copy of the notice convening the general meeting along with the relevant explanatory statement
- A copy of the minutes of the general meeting wherein the resolution authorising the alteration.
- A list of creditors and debenture holders
- A copy of board resolution or Power of Attorney
- Document relation to the payment of application fee
The central government is required to process applications for the change of registered office located outside the state within a period of 60 days from the date of application. Prior to granting approval, it must verify that the change has received the consent of creditors, debenture holders, and other relevant parties. The approval issued by the central authority must be submitted to the registrars of both the states where the previous and new registered offices are located. The registrar of the state where the new office will be established is responsible for registering the change and issuing a new certificate of incorporation.
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