All the communication of a business operated by a business where it has been registered. A firm may have a corporate office, factory, branch, or administrative office as its registered office. The company’s domicile will be determined by its registered office in India (state of Incorporation). The ROC (Registrar Of Company) is selected by the state or location where the company’s registered office is located.
Change in Registered Office can be done in the following four ways
After a period, a company may wish to relocate its registered office in that case, a company’s registered office must be changed by giving proper intimation to the Ministry of Corporate Affairs (MCA) by filing appropriate MCA e form. The Ministry of Corporate Affairs (MCA) has specified processes for changing a company’s address, which must be followed by the company.The following are the probable four way in which a company's registered address can be changed:
- Change within the local limits of city
- Change outside the local limits of city, town or village.
- Change in state within the jurisdiction of the same ROC
- Change within the state, outside the jurisdiction of the existing ROC
Procedures on shifting an office from one state to another
- A board meeting must be held and a resolution must pass to convene an extraordinary general meeting.
- A Special Resolution has to be passed in the Extraordinary General Meeting regarding change in registered office address. Further the Memorandum of Association (MOA) is required to be amended to give effect of the same.
- The company should advertise the notice of relocation of its registered address before 30 days of applying to the ROC.
- If there are any creditors or debenture holders, the company should also notify them, as well as any other regulatory agencies that apply to them.
- To change the registered office, submit an application to the Regional Director, together with the required documents.
- If an objection is received, a hearing with the central government will be held, and required instructions will be issued. If there are no objections, the order will be passed without a hearing.
- The corporation must file the confirmation received from the regional director to the Registrar of Companies (ROC) within 30 days of the date of the order.
- It is important to file form INC-22 with the requisite documents to the ROC within 30 days.
Changes of 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 firm must hold a Board meeting and pass a Board resolution.
- Within fifteen days of the Board resolution being passed, Form INC-22 must be filed with the ROC.
Change outside the local limits of city, town or village:
The following are the requirements for changing a company’s registered office outside the local limits of city, town or village.
- To pass board resolution in a board meeting to shift the registered office outside the local limits outside the city, town or village.
- To convene an Extraordinary general meeting and pass a special meeting and pass a special resolution for the same.
- The certified true copy of the special resolution along with explanatory statement and copy of notice of EGM to ROC in the form MGT-14 within 15 days of passing such resolution.
Change within the state, outside the jurisdiction of existing ROC
- To pass board resolution for shifting of the registered office and MOA.
- To authorise officials to file a petition with the regional director and to publish newspaper respect to the above mentioned matter.
- To hold EGM and pass a special resolution for approval of change in the registered office and MOA.
- To finalise the list of creditors and debenture holders and then send notice to them regarding the relocation.
- Notice regarding shifting of the registered office is required to be published in newspapers in the specified format of INC-26.
- Application has to be made in the FORM INC-23, to the regional director along with the requisite documents.
- Form MGT-14 is required to be filed before the concerned ROC within 30 days of passing the special resolution.
- A copy of the application along with the annexure to be filed GNl-1.
- File certified copy of order shall be filed in form INc-28 within the thirty days from the date of receiving the order.
- File notice of change in registered office in form INC-22 within 15 days frpm the date of receiving certified copy of order.
The following documents must be attached to Form INC-22
- If the office is on rented land, the owner must provide a NOC (No Objection Certificate).
- If the office is located on rented land, a rent agreement is required.
- Proof of any utility bills sent to the office address that is less than two months old.
- Shifting of office to another ROC in the same state
- With the use of a special resolution, a board resolution, and the Regional Director’s approval
- Within 30 days of the Special Resolution, file Form MGT-14.
- By completing and submitting Form INC- 23
- Needs to submit Form INC-28 within 60 days after the Regional Director’s order
- By submitting Form INC- 22 within 30 days of the Regional Director’s order
- Changes of office within the same state and ROC
- If a firm wants to move its registered office from one ROC to another, it must fill out Form INC-23 and submit it to the Regional Director for permission.
- Within 60 days of the Regional Director’s confirmation, the identical confirmation must be filed with the ROC.
- The ROC must validate the change of address within 30 days of filing.
The procedure for changing the registered office is finished once all of the forms are filed with the MCA and approved by MCA. After that, a business must update its address in all relevant locations. It covers TAN, PAN, bank accounts, licences, and all other registrations as well as revisions to each copy of the Memorandum of Association and Article of Association. Online Legal India makes this whole process easy and hassle free at an affordable price. The experts of online Legal India have catered a lot of clients till now.