Registered Office Change – Company

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Registered Office Change – Company

₹3,818.00 – ₹19,572.00

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Change of registered office within the same city.

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Description

Registered Office Address change

The registered office of a company is a place where all the communication related to business is held. In addition to a registered office, a company can also have a corporate office, branch, factory, or administrative office. However, the registered office of a company in India must be registered with the Ministry of Corporate Affairs, the other branches and offices can be opened by a company without any prior intimation to the ROC.

The registered office of the company in India will determine the domicile of the company (state of Incorporation). The ROC will be determined by the state or location in which the registered office of the company is located. In case there is a change of address in the registered office of a company the ROC must be notified within 15 days.

Why is the registered office address important?

While incorporating a Private Limited Company it is important to declare the registered office of the Company and to submit the relevant documents. Here is the list of documents to be submitted while declaring a registered office of a company during the incorporation of the company:

  • Electricity Bill/Water Bill/ Property Tax Receipt.
  • NOC from the Landlord in case if the place is rented.
  • Rent or the lease agreement between the landlord and the company.

The name and the address on the electricity bill/water bill/ property tax receipts should exactly match the NOC certificate by the landlord and the rental agreement. There is no such requirement for the registered office to be a commercial or industrial property. Also, the registered office cannot be vacant land or a building that is under construction. The registered office of a company can also be a residential property.

If the company has not decided the registered office of the company while filing for incorporation. The Companies Act,2013 also provides the option for the company to declare a temporary address. The registered office of the company should be declared by filing INC22 within 15 days of incorporating a company.

Alteration Requiring MOA amendment

Altering Name in MOA

To make changes in the name of the company it will be required to alter the MOA by passing a special resolution. In the case of a name change for the case of Private Limited Company or Public Limited Company, no approval for central government is needed. However, in other cases the consent of the central government is necessary.

Also, in case if the company is registered with a name that shows resemblance or similarity with an existing company then the central government will step in and ask for a name change. But an ordinary resolution is adequate for such cases.

Registered office Change (State to State)

A company is required to make changes in the Memorandum of Association for the transfer of the registered office to another state. Generally, the reasons for changing the registered to another state include:

  • For conducting the business more professionally and economically
  • To attain achieve the significant purpose of the company by sophisticated means
  • To develop the operations in the current location
  • To manage the existing objectives
  • To sell the business enterprise wholly or partially.
  • To merge the business with another person or other business.

In case if the registered office is shifted from one state to another state a special resolution has to be approved and the approval from the Board of the law of the company has to be acquired by the Company. This change in memorandum should be filed with the Registrar of the state from which the company is moving and also to the Registrar of the state where the company wants to shift. After the approval from the Registrar of Companies, the changes must be made in the MOA of the Company to reflect the new state where the registered office is now located.

Alteration of Objects Clause

The changes to the object clause in the case of a Private Limited Company can be made without any hassles. But in case if the same is to be done for any company that has raised funds from the public then a special resolution is required to be passed. Also, this needs to be published both in English newspaper and another local language newspaper of where the registered office of the company is located. The details also should be made available on the website of the company along with the requisite justifications and modifications.

Also, all the dissenting shareholders should be allowed to exit by the promoters and the shareholders that possess control of the company. This opportunity should be given with the regulations that are specified by the Securities Exchange Board of India (SEBI).

Alteration of the Liability Cause

A change in the clause needs to be made to make the liability of the Directors unlimited. As the liability of the shareholders cannot be unlimited and a resolution is to be made to make this change in the liability by passing a resolution.

A copy of the resolution must be filed with the registrar within 30 days of the change made.

Alteration of Capital Clause

This change can be done at a normal general meeting also. As a subdivision of the shares or the consolidation of shares, this change may be required. Other reasons to make alterations to the capital clause can be the conversion of stock and annulment of the unsubscribed capital. These alterations must be filed within the registrar within 30 days.

Alteration of Authorized Capital

A company wanting to issue shares must check the current authorized capital of the company. The company cannot issue shares exceeding the amount of the authorized capital. Hence, a company may have to increase the authorized capital of the company and also make modifications to the MOA of the company.

Memorandum of Association of Company

A Memorandum of the company is a very vital document for the incorporation of a company which is often referred to as the constitution or the charter of the company. Memorandum of Association is a document that is to be formulated and signed by the founder members of the company on the registration as well as the establishment of the company. Various details such as the details of the initial shareholders, name of the company, the state in which the company is located, the purpose of the formation of the company, authorized capital (in case if there is any), and the liability of the members.

How to change the address of the registered office?

After the registered office of a company is declared by Filing the INC 22. In case there are any changes in the registered office of the company it must be intimated to the ROC. If the change in the registered office address is within the same area of city or town or village it must be notified within 15 days by filing the relevant forms.

If the change of the registered office address is outside the limits of the city or town or village then the registered office must approve a special resolution passed by the company. Suppose the registered office of the company is to be changed from one jurisdiction of a ROC to another jurisdiction, then the change should be approved by the Regional 

Types of changes in a registered office

A Company would want to change its office after some time. The registered office of a company needs to be changed with prior intimation. MCA has provided procedures to change the address of the company, this must be followed by the company.

Types of changes in the address of the registered office.

  • Within the same city
  • Within the same state and ROC
  • To other ROC in the same state
  • From one state to another

We will have a detailed look here:

  • Change in the registered office within the same city

    The process to change the registered office in the same city is very simple.

    • Firstly, the company must arrange a board meeting and pas a resolution about the same.
    • The company needs to file a form INC22 with the MCA. It should be filed within 30 days of passing the board resolution.
    • The utility bill for business address proof, NOC from the owner, and the rental agreement is the place is rented must be attached.
  • Change in the registered office address with a different ROC but within the state

    Suppose the company wants to change the registered office from the jurisdiction of one ROC to another then the company has to apply for the approval of the Regional Director as prescribed in Form INC-23. After the Regional Director confirms the change the same confirmation must be filed with the ROC within 60 days. Within 30 days of filing, the ROC shall confirm the change of address.

  • Change of address in the same state but different ROC

    In Large states like Maharashtra and Tamil Nadu there are two registrars of companies. At times it may happen that when the address of the company is changed the ROC also changes. Hence, there is a different procedure when such change happens.

  • Change of address in another state

    The procedure to shift the registered from one state to another is a bit different from others. The MOA of the company changes as the registered office address also changes.

    • It is necessary to hold a board meeting and pass a resolution to call an extraordinary general meeting.
    • A special resolution is to be passed in the EGM about the change in the address of the registered office as well as for altering the MOA. The resolution must be filed in MGT14 within 30 days with the MCA.
    • The company has to publish an advertisement for shifting the office not more than 30 days before the date of application to the regional director. It should be published in at least vernacular or the regional newspaper and in an English newspaper.
    • The company should also send a notice to the creditors and the debenture holders if there are any and to other regulatory bodies as applicable to the company.
    • An application to the Regional Director should be filed for shifting the registered office along with the documents that are specified.
    • In case an objection is received then there is a hearing with the Central government and necessary orders will be passed. If no objection is received, then the order will be passed without any hearing.
    • The confirmation received from the RD to the ROCs is to be filed by the company within 30 days from the date of the order.
    • Within 30 days it is necessary to file form INC-22 to the ROC with the required documents.

    The central government should dispose of the change of the registered office application outside the state within 60 days of the application and before passing the resolution it should confirm that the change is with the consent of the creditors, debenture holder, etc. The approval by the central government shall be filed with the registrars of both states. The ROC of the state wherein the new office will be located has to register the same and a new certificate of incorporation should be issued.

Rule 27: Notice and verification of change of situation of the registered office

The notice of the change in address of the registered office and the verification about the same shall be filled in form INC 22 along with the fees that are prescribed and shall be attached to the form above. The documents and how they are to be verified are mentioned in the terms of sub-section (2) of section 12.

The documents should be attached in the prescribed format with the Form INC-22 both for giving intimation of the registered office at the time of incorporation and the time there are changes in the registered office to verify the registered office of the company. The documents that are to be verified of the registered office are mentioned below:

  • Suppose the registered office is owned by the company itself then the conveyance deed of the property is required in the of the company.
  • In case the registered office is leased or rented then the lease deed or the rent agreement and the rent receipts are required. The rent receipts should not be older than one month.
  • If the Director or any other person is the owner and the premises are not on lease by the company, the company is required to attach the proof that the company is permitted to use the place as the registered office. Then this may act as a ‘No Objection Certificate’ from the owner.
  • Copies of the utility bills that are mentioned below should also be attached in all the above cases. The bill is required to bear the name of the company along with the address that is used as the registered address of the company. These bills should not be elder than 2 months.
  • Mobile bill
  • Telephone bill
  • Electricity Bill
  • Gas Bill
  • Resolutions such as the special resolution and the board resolutions are to be passed.
  • A Special resolution is to be passed in a general meeting if there is any change in the registered office to a place that is outside the local list of the city, town, or village where the office is currently located.
  • A board resolution is to be passed to enable the authorization of the director and then submit the Form INC-22.

Once the receipt of approval for all the forms that are filed with the MCA the procedure for changing the address of the registered office gets completed. A company needs to update the address at all the applicable places. The new address should be changed on the PAN, TAN, Bank accounts, all other registrations, and the licenses, alteration in each of the MOA.

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