The company's registered office is the formal address to which all correspondence connected to the company is forwarded. The Company's registered office is determined at the time of its establishment. We can alter the registered office of the company at any time by following the method outlined in the Companies Act, 2013.

According to Section.12 of the Companies Act, 2013 “ a company shall have a registered office capable of receiving and acknowledging all communications and addresses as may be addressed to”.

Importance Of Registered Office

• It is critical to specify the Company's registered office and present documentation evidence at the time of incorporation. Typically, when a business declares a registered office during incorporation, the following documents are needed to be submitted:
• In case the premises of the registered office is taken on rent, then a rent agreement will be required along with Electricity Bill/Telephone Bill/Gas Bill not older than 2 months. Further, a NOC from the landlord will be required 
• In case the premises of the registered office is on owned premises then it will be sufficient to provide an Electricity Bill/Telephone Bill/Gas Bill not older than 2 months as proof.

Registered Office v/s Corporate Office

Corporate Office

A company is referred to as a corporate entity. A corporation's main office, often known as the headquarters, is known as a corporate office. This office is often the company's nerve centre, and it is frequently where major decisions are made. The corporate office is where the company's top executives, including the CEO, have their offices.

Other offices may report to the corporate office and the company's CEO from all around the country or the world. The choices taken at the corporate office may be followed by these other offices in terms of business policy and procedures.

Registered Office To Receive Legal Documents

A company is a commercial structure. A company is regarded to be a separate legal entity from its shareholders. When a firm satisfies the state's criteria and incorporates in that state, the company becomes a corporation. The corporation is required by state law to have a registered office.

This is a physical location where the company will receive the service of legal papers, such as notifications or service of process, in the event of a lawsuit. This address cannot be a P.O. box but must be an actual place where someone, known as a registered agent, is present during normal business hours to receive service of legal papers.

Registered Office Change

After a company's registered office is declared by filing Form INC 22, all changes to the company's registered office must be reported to the ROC. Within fifteen days of any change in the registered office address within the same city, town, or village, the necessary documents must be filed. If a corporation's registered office moves outside the city, town, or village limits, the change must be approved by a special resolution (S.R) in the general meeting. If a company's registered office is to be moved from one ROC jurisdiction to another, the shifting must be approved by the ROC.

The flowchart shows the different types of Registered Office Change

Rules For Change Of Registered Office Within The Same City

The following are the requirements for changing a company's registered office within the same city, village, or town:

• To change the registered office, the company must conduct a Board meeting and approve a Board resolution.
• Within the fifteen days of the Board resolution being passed, Form INC-22 must be filed with the ROC.

The following papers must be attached to Form INC-22:

• If the office is rented or leased, the owner must provide a NOC (No Objection Certificate).
• If the office is located on rented/leased land, a rent/lease agreement is required.
• Utility bill i.e (Electricity Bill/Telephone Bill/Gas Bill) not older than 2 months.

Rules For Change Of Registered Office Outside The City Under The Same ROC

The following are the requirements for a company's change of registration office beyond the municipal borders of the city or town where it is located but under the jurisdiction of the same ROC:

• A Board meeting must be held and a resolution to convene the Extraordinary General Meeting must be passed (EGM).
• The corporation must approve a Special Resolution to change the registered office at the EGM.
• Within thirty days of enacting the Special Resolution to shift the registered office outside the local borders of the city/town but under the jurisdiction of the same ROC, Form INC-22 & MGT-14 must be filed with the ROC

Rules For Change Of The Registered Office From One State To The Another State

• The company must have a Board meeting and adopt a resolution convening an EGM as well as a Special Resolution to change the Memorandum of Association.
• The company must approve a Special Resolution (S.R) at the EGM to change the registered office from one state to another and to change the company's MOA.
• Within thirty days of enacting the Special Resolution to modify the registered office and revise the Memorandum Of Association (MOA), Form MGT-14 must be filed with the ROC.
• The company must submit Form INC-23 to the Regional Director in order to acquire Central Government clearance to move the registered office from one state to another and change the MOA.

Change Within The State Outside The Jurisdiction Of The Existing ROC

The following are the requirements for moving a company's registered office outside of the town or city where it is located and from one ROC's jurisdiction to another within the state:

• A Board meeting must be held and a resolution to hold the EGM must be passed.
• The corporation must approve a Special Resolution to change the registered office at the EGM.
• Within thirty days of enacting the Special Resolution (S.R) to move the registered office, Form MGT-14 must be filed with the ROC.
• The corporation should submit Form INC-23 to the Regional Director for permission to move its registered office from one ROC to another within the state.

• Serve individual notices to the company's depositors, debenture holders, and creditors. The notification must explain that if their interest is likely to be harmed by the proposed change to the Memorandum of Association(MOA), they can notify the Regional Director of their type of interest and grounds for disagreement. 
• They must, however, notify the Regional Director of their disagreement within twenty-one days of the notice's publication date.

• If the Regional Director receives no objections, a confirmation notification will be sent out within 30 days of the Regional Director receiving the application.

• The corporation must file the Regional Director's confirmation with the ROC in Form INC-22 within 60 days after receiving confirmation.

Conclusion

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The experts will guide you through the process of company incorporation and will also provide you with sufficient knowledge of the Registered Office of a company.

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