REGISTERED OFFICE CHANGE ADDRESS
The registered office of the Company to determine the domicile of the company (State of Incorporation) . The registered office of the Company is situated will determine the Registrar of Company (ROC) to which the application for company registration made. Any change of address of Registered Office must be notified to the Registrar of Company (ROC) within a 15 days.
REGISTERED OFFICE REQUIREMENT DURING COMPANY REGISTRATION
At the time of incorporation of a Company, it is important to declare the registered office of the Company and submit documentary evidence during the registration :
- Electricity Bill / Water Bill / Property Tax Receipt
- No-Objection Certificate (NOC) from Landlord for Registered Office
- Rental or Lease Agreement between Landlord and the Company
It is very important the name and address mentioned in the electricity bill / water bill / property tax receipt exactly match the NOC Certificate from Landlord and the Rental Agreement. Further, the registered office of a company cannot be a vacant land or building under construction. moreover, there is also no requirement for the registered office to be a commercial or industrial property. The registered office of a company can also be a residential property.
In case the company has not decided the registered office of the Company while filing for incorporation, Companies Act, 2013 provides the option for the Company to declare a temporary address. The registered office of the Company must then be declared by filing INC 22 within 15 days of incorporation of the Company.
REGISTERED OFFICE CHANGE
Once the registered office of a Company is declared by filing INC 22, any further changes to the registered office of the Company must be intimated to the ROC. Any change is registered office address within the same area of city or town or village must be notified within fifteen days before filing the appropriate forms. In case of change of registered office of a company, outside the local limits of any city, town or village, then the change of registered office must be approved by a special resolution passed by the Company. If the registered office of a company is to be changed from one jurisdiction of a ROC to another jurisdiction, then the change in registered office must be approved by the Regional Director of ROC.
RULE 27: NOTICE AND VERIFICATION OF CHANGE OF REGISTERED OFFICE
The notice of change of the registered office and the verification of the same shall be notified in form INC 22 along with the prescribed fees and shall be attached to the form above. The documents will be verified in the terms of sub-section (2) of section 12. To verify the registered office of the company, the documents to be attached in the prescribed format with the form INC- 22 for giving intimation of the registered office at the time of incorporation and the any time there are changes in the registered office.
- In case the registered office owned by the company , then 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.
Copies of the utility bills mentioned below need to be attached in all the above cases. These bills should bear the name of the company along with the address that is to be used as the registered address of the company. These should not be more than 2 months old.
- Mobile phone bill
- Telephone bill
- Electricity bill
- Gas bill
The company has to pass certain resolutions such as the special resolution and the board resolution.
- Special Resolution– This is to be passed in a general meeting if it wants to change the registered office to a place outside the local lists of the city, town or village wherein the office is presently located.
- Board Resolution– A board resolution should be passed by the directors in the meeting and it has to be signed along with the form INC- 22 .
CHANGE OF REGISTERED OFFICE WITH A DIFFERENT ROC BUT SAME STATE
In case the company wish to change the registered office from the jurisdiction of one ROC to the other ROC, it has to apply for the approval of the Regional Director (RD) in the manner prescribed in form INC- 23. Once the Regional Director confirms this change, it has to be filed the same confirmation to the ROC within 60 days . The ROC shall confirm the change of the address within 30 days of the filing.
CHANGE OF REGISTERED OFFICE TO ANOTHER STATE
The company wish to amend the Memorandum of Association to change the registered office from one state to another state . in this case , A special resolution needs to be passed by the company for alteration in the MOA. This resolution needs to be filed with the ROC in form MGT-14 within 30 days of the resolution being passed. To change the registered office from one state to another, the company needs to get the approval of the CG in form INC- 23. The documents to be attached along with the application in form 23 are mentioned 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 conveying the general meeting along with relevant explanatory statement
- A copy of the minutes of the general meeting wherein the resolution authorizing the alteration.
- A list of creditors and debenture holders
- A copy of board resolution or Power of Attorney
- Document relation to payment of application fee
Central government shall dispose of the change of registered office application outside the state within 60 days of the application and before passing it may confirm that the change is with consent of the creditors, debenture holders etc. The approval given by the Centre shall be filed with the registrars of both the states in which the old and the new registered office is situated. The registrar of the state wherein the new office will be located shall register the same and issue a fresh certificate of incorporation.