Role of a Registered Office for a Private Limited Company

A private company's registered office is its principal office, to which all communications pertaining to the company are delivered by government authorities. During the creation of a private company or LLP, the promoters must declare the registered office and keep specific papers at the registered office.

Registered Office of a Private Company

A private company's registered office is the address to which all formal correspondence related to the concerned company is delivered. A private limited company can have a corporate office, administrative office, branch office, factory, and so on in addition to a registered office. However, only the registered office of the firm must be registered with the Ministry of Corporate Affairs (MCA).

Need Of A Registered Office For A Private Company  

• The private company's domicile will also be determined by its registered office (State of Incorporation)
• The Registrar of Companies (ROC) to whom the application for company registration must be submitted is determined by the state or location in which the Private Company's registered office is located
• Any change of Registered Office address must be reported to the Registrar of Companies (ROC) within a certain timeframe
• A Private Company's Registered Office enables the company to receive and acknowledge any communications directed to it
• A registered office not only satisfies legal requirements, but also serves as confirmation that a private company or business has a proper mailing address
• It provides formal and official contact, as well as the delivery of all letters and papers issued to you by government authorities or offices

When A Private Company Can Have A Registered Office?

Every registered private company must have a registered office address within thirty days of registration and at all times afterwards, as stated in Section 12 of the Companies Act, 2013.

How To Inform ROC About The Registered Office Address?

One can inform the authorities about the address of the registered office in the following two ways:-

At the time of the company’s registration

You can notify the registered office if you have decided on a location for your prospective company's registered office address at the time of your company registration.

After the registration of your company

If you did not notify the ROC about the location of your registered office at the time of incorporation, you can do so within 30 days of completing the registration process. Form INC-22 is used to file this notice.

The following documentation must be filed in both of the aforementioned cases:

• Copy of evidence of address (utility bill, water bill, or property tax receipt) not older than 2 months 
• A rental agreement is needed if the property is rented. The planned firm must be mentioned as a tenant in the agreement
• A signed certificate of no objection from the property owner

Change Of Registered Office

All changes to a private company's registered office must be notified to the ROC after the company's registered office is announced by completing Form INC 22. The relevant documentation must be filed within 15 days of any alteration in the registered office address within the same town, city, or village. A special resolution (S.R) passed by the general meeting must be adopted if a company's registered office moves outside of the city, town, or village borders. The relocation of a company's registered office from one ROC jurisdiction to another must be approved by the ROC.

There are certain rules that need to be followed in case of the change of a registered office of a private company. The rules are as follows:-

Under The Same ROC, Rules For Changing The Registered Office Outside Of The City

The following are the prerequisites for a corporation to shift its registered office outside of the municipal limits of the city or town where it is located but within the same ROC's jurisdiction:

• A Board meeting must be convened, as well as a decision to call an Extraordinary General Meeting (EGM)
• At the EGM, the corporation must vote on a Special Resolution to alter the registered office
• Form INC-22 & MGT-14 must be filed with the ROC within thirty days after implementing the Special Resolution to transfer the registered office outside the municipal limits of the town/city but under the jurisdiction of the same ROC

Within The Same City, There Are Rules For Changing Your Registered Office

Changes to a company's registered office within the same town, village, or city must meet the following requirements:

• The corporation must have a Board meeting and pass a Board resolution to move the registered office of a private company
• The INC-22 Form must be filed with the ROC within 15 days of the Board resolution being passed

Form INC-22 must be accompanied by the following documents:

• The owner must give a NOC  (No Objection Certificate) if the office is leased or rented
• A rent/lease agreement is necessary if the office is located on leased/rented land
• Utility bills, e.g., electricity, telephone, or gas bills, must be less than two months old

Rules for Changing Your Registered Office From One State To Another

• A Board meeting must be held, and a resolution calling an EGM as well as a Special Resolution (S.R) to modify the Memorandum of Association must be adopted.
• To relocate the registered office from one state to another and to amend the company's MOA, the EGM must adopt a Special Resolution (S.R).
• Form MGT-14 must be filed with the ROC within thirty days after adopting the Special Resolution to amend the registered office and update the Memorandum of Association (MOA).
• To get Central Government authorisation to shift the registered office of a private company from one state to another and alter the address, the firm must submit Form INC-23 to the Regional Director.

Changes inside the state that are not covered by the Jurisdiction of the existing ROC

The following are the prerequisites for relocating a private company's registered office from one ROC's jurisdiction to another within the state:

• A Board meeting must be conducted, and a resolution calling for the EGM to be called must be approved.
• At the EGM, the corporation must vote on a Special Resolution (S.R) to alter the registered office.
• Form MGT-14 must be filed with the ROC within thirty days after implementing the Special Resolution (S.R) to relocate the registered office.
• To relocate the registered office of a private company from one ROC to another within the state, the corporation must file Form INC-23 to the Regional Director.
• Individual notices should be delivered to the company's depositors, debenture holders, and creditors. If their interests are likely to be affected by the proposed modification to the Memorandum of Association, the notification must include that they can tell the Regional Director of their kind of interest and grounds for disagreement.
• They must, however, tell the Regional Director within 21 days of the notice's publishing date if they disagree.
• A confirmation message will be sent out within thirty days of the Regional Director receiving the application provided there are no objections.
• Within 60 days of receiving confirmation from the Regional Director, the corporation must submit Form INC-22 with the ROC.

Conclusion

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Our professionals will walk you through the process of company establishment and supply you with enough information about the need of a company's Registered Office.

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