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The primary office of a company, where all correspondence from governmental agencies about the firm is sent, is known as its registered office.
The founders are required to declare the registered office of a business or LLP during incorporation, and certain documents must be maintained at that location.
Change of Registered Office for just Rs. 2,999
In accordance with the Companies Act of 2013, every company is required to establish a registered office within thirty days of its inception and maintain one throughout its existence. Both the Memorandum of Association (MOA) and Articles of Association (AOA) make reference to the registered office.
Businesses may undergo occasional changes in their registered office address, necessitating a specific procedure to be followed. As a distinct legal entity from its owners, directors, and shareholders, a company must adhere to a defined process when altering its registered office. Essentially, changing the registered office is synonymous with modifying the company’s registration location.
The registered office’s location is determined by the company’s promoters and must be registered with the Ministry of Corporate Affairs. Any alterations to the registered office, subsequent to its declaration through filing INC 22, must be duly reported to the Registrar of Companies (ROC).
In the event of certain circumstances, a company may consider relocating at some point. Consequently, any alterations to a company’s registered office require prior notification. The corporation is obligated to adhere to the regulations set by the Ministry of Corporate Affairs (MCA) for the purpose of changing its address.
Outlined below are the different categories of changes to a registered office address. Should you have any inquiries regarding the online process of changing a registered office, don’t hesitate to reach out to our highly knowledgeable experts.
Change in the registered office of a company within the same state but outside the present city, village, or town that lies within the boundary of the same Registrar of Companies (ROC) Within a state, a change in registered office address.
Transfer the registered office address of a company from one Registrar of Companies (ROC) to another within the same state. Relocation of the registered office address may involve a shift from one jurisdiction to another or from one ROC to another.
Any registered company has the capability to alter its registered address at its discretion. Several factors can influence a company’s decision to change its registered office address. To provide clarity, here are a couple of reasons:
Rapid Expansion: When a company is experiencing swift growth, and its current office location and facilities no longer meet its requirements, changing the registered office address becomes necessary.
End of Lease Contract: If your company is approaching the conclusion of its lease contract and you are contemplating acquiring a different office space.
Diversification into New Categories: Companies intending to venture into new business categories may opt to relocate their registered office to an area offering more significant opportunities for profitable expansion.
Expiration of Lease Agreement: When the lease agreement for the registered office is concluding, and there is a desire to secure a new location instead.
Increase in Personnel: A surge in the number of employees may prompt the need for a change in the registered office address.
Business Acquisition: In the event of a business acquisition by a third party, the registered office address may be relocated as part of the overall changes associated with the acquisition.
For a corporation to change its registered office within the local jurisdiction of the same city, village, or town, it must adhere to the following prerequisites:
Conduct a Board meeting and secure a Board decision to effect the change in the registered office.
Within 15 days of Board approval, submit Form INC-22 to the Registrar of Companies (ROC).
Alongside Form INC-22, provide the following documents:
a. If the office is situated on leased or rented property, furnish a No Objection Certificate (NOC) from the owner.
b. If the office is on leased or rented land, include a copy of the lease or rental agreement.
c. Submit utility invoices displaying the office address, dated within the past two months, as additional proof.
For a change in the registered office from outside the city under the same ROC jurisdiction, the following conditions must be met:
Conduct a Board meeting to approve a resolution notifying the Extraordinary General Meeting (EGM).
In the EGM, pass a Special Resolution sanctioning the change in the registered office.
Within 30 days of Special Resolution approval, submit Forms INC-22 and MGT-14 to the ROC.
Alongside Forms INC-22 and MGT-14, include the following documents:
a. Attach a copy of the Special Resolution.
b. If the office is on leased or rented land, obtain a NOC from the owner.
c. If the office is on leased or rented land, submit a duly signed rent or lease agreement.
d. Include utility invoices with the office address, dated within the past two months, as supporting evidence.
The following requirements are needed for a company to change its registered office outside the boundaries of the state or town in which it is located and when migrating from one ROC’s jurisdiction to another ROC’s within a state:
Before one month after submitting the application to the Regional Director, the business should:
Publish a notice of the change of office in a daily English newspaper and the main newspaper published in the region where the registered office of the business is located. Each depositor, holder of a debenture, and creditor of the corporation should get a separate notification.
The notification shall inform recipients that they can inform the Regional Director of their nature of interest and reasons for the opposition if their interests are likely to be impacted by the proposed modification to the MOA. After the notice is published, however, they have 21 days to notify the Regional Director if they disagree.
Within thirty days of the Regional Director receiving the application and in the absence of any objections, a confirmation notification will be provided.
Within sixty days after receiving the Regional Director’s confirmation, the company must submit Form INC-22 to the ROC with the Regional Director’s confirmation. The following documents must be submitted with the Form INC-23:
A decision by the board to change the registered office. The company’s special resolution approves the change of the registered office. An affirmation from two directors or the company’s key managers signed by the Board saying that the company has not fallen behind on paying its workers’ wages and has secured their approval for changing the office.
An acknowledged copy of the notice is sent to the state’s chief secretary informing him or her of the proposed changes in the registered office and stating that the workers’ interests won’t be impacted.
The following requirements must be fulfilled in order to move your registered office from one state to another:
The company must hold a board meeting, approve a resolution to call an EGM, and adopt a special resolution to amend the MOA. For changing the registered office from one state to another and amending the MOA of the business, the firm must approve a Special Resolution at the EGM.
In less than thirty days of approving the Special Resolution to move the registered office and amend the MOA, Form MGT-14 must be submitted to the ROC.
In order to change the MOA and move the registered office from one state to another, the firm must submit Form INC-23 to the Regional Director for its permission.
The regional director will decide on the request for a change in the registered office within sixty days if there are no objections.
Within sixty days after the day the Regional Director authorizes the shifting the business must file the approval with the ROC in Form INC-22.
The ROC of both the states where the old and newly registered offices are located shall receive a Form INC-28 with the regional director’s authorization for a change in office address. The forms INC-23 and the ones mentioned below are submitted together:
A copy of the MOA along with recommended changes. A copy of the minutes of meeting of EGM that approved amending the MOA. A copy of the Board resolution, or, if applicable, a completed Vakalatnama or Power of Attorney.
A list of all the holders of debt securities and the creditors, together with the amount owed to each of them in relation to their claims, obligations, or liabilities.
Two directors and the company secretary must sign a statement confirming that the list of creditors is comprehensive and that no other amount is owed to them.
A proclamation that no worker would be laid off due to a change in the registered office. Compliance After ROC Approval for Change in Registered Office Following ROC clearance and relocating the registration office, a firm must comply with the legal requirements:
The company may inform all of its members and stakeholders of the change of its registered office by publishing a general notice in a newspaper. Printing the new MOA and updating the registered office address outside of each office, structure, etc. where it conducted business in readable letters and a noticeable location.
Print the new address in place of the previous one on all official documents, including business letters, invoices, billheads, receipt forms, and other publications.
All banks and other financial institutions where the firm has bank accounts should be updated with the new registered office address. For the purpose of amending the firm address in the TAN and PAN, submit an application to the Income Tax Authority.
Update the company’s new address along with the names of its utility service providers, including those for telephone, power, and internet connections.
Notify government agencies such as the Service Tax Department, Central Excise Authorities, Sales Tax Authorities, and Customs Authorities about the company’s new address.
The registered office is the primary location of the company where all official communications are sent, and it is also the legal address of the company.
Yes, it is possible to change the address of the registered office, and the process can be completed online. If you need assistance with changing the registered office address, feel free to connect with our experts.
The application process typically takes 2-4 working days for completion.
While it is not mandatory, it is advisable to ensure that any changes to the Memorandum of Association (MOA) and Articles of Association (AOA) follow the format specified by the Companies Act of 2013.
The registered office and the principal office are different. The registered office is the legal address of the company where official communications are sent, while the principal office is the main location of business operations for the company.
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