Registered Office Change
Registered Office Change
Registered Office Address change
How to change the address of a registered office?
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.
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 the city, 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, 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 an ROC to another jurisdiction, then the change should be approved by the Regional Director of the ROC.
Types of Changes in Registered Office
Within the same city
Within the same state and ROC
To another ROC in the same state
From one state to another
Change in Registered Office Within the Same City
Arrange a board meeting and pass a resolution.
File Form INC-22 with MCA within 30 days.
Attach utility bill, NOC from owner, and rent agreement if rented.
Change in Registered Office Address With Different ROC but Within State
If the company changes the registered office from the jurisdiction of one ROC to another, approval from the Regional Director in Form INC-23 is required. After confirmation, the same must be filed with ROC within 60 days.
Change of Address in Another State
Conduct a board meeting and call an EGM.
Pass a special resolution for address change and MOA alteration.
File MGT-14 within 30 days.
Publish advertisement in English and regional newspapers.
Notify creditors, debenture holders, and authorities.
Apply to Regional Director with required documents.
File confirmation with ROC within 30 days.
File INC-22 with ROC.
Rule 27: Notice and Verification of Change of Registered Office
Notice of the change in address of the registered office and verification shall be filed in Form INC-22 along with prescribed fees and supporting documents.
Documents Required
Conveyance deed if property is owned by company.
Lease deed/rent agreement and rent receipts if rented.
No Objection Certificate from owner if applicable.
Utility bills not older than 2 months:
Mobile bill
Telephone bill
Electricity bill
Gas bill
Resolutions Required
Special Resolution for shifting outside local limits.
Board Resolution for authorizing filing of INC-22.
Once approval for all forms filed with MCA is received, the procedure for changing the registered office address is completed. The company should update the new address in PAN, TAN, bank accounts, licenses, registrations, and MOA.
What is Director Identification Number (DIN)?
Every new or existing director of the company must apply for the Director’s Identification Number. It is a unique identification number given to a person wanting to be a director or an existing director of a company with lifetime validity.
