TAXAJ

Change in Registered Address of Company

The registered office of a company is a place to which all official communications pertaining to a Company are sent. Along with a Registered office, a company can have multiple other offices also such have a branch office, corporate office, etc., Among all these offices, only one permanent address kind of office, i.e., registered office, needs to be mentioned to the Registrar and other banking and departments.

Each and Every change regarding the registered office shall have to be notified to the Registrar of companies and banking officials within 15 days.

Section 12 mandates all the companies to have registered office either at the time of incorporation or within 30 days of incorporation. Registered office of a company is a place where all the communications and notices may be sent. The situation clause of Memorandum of Association contains the state in which registered office of the company is situated. However, the notice of detailed address is required to be given in form INC-22 to Registrar of Companies. Any change in the situation of registered office is also required to be notified to Registrar of Companies within 30 days in e- Form INC- 22 along with prescribed fees.
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About This Plan

Our Experts will help you in the process from start to end.

Created by potrace 1.15, written by Peter Selinger 2001-2017

Timeline

It Usually takes 2 to 4 working days.

Buy Now
Services Covered
Who Should Buy
How It's Done
Documents Required
Services Covered

  • Secretarial services relating to change in company's registered address
  • Filing of Form MGT-14 and INC - 22/23
  • Includes change in registered office only within the same state
Who Should Buy

  • Any company who wishes to change their company's registered office address
  • Companies needing end-to-end assistance in drafting board resolutions, special resolutions and finally filing prescribed forms for address change
How It's Done
  • Purchase of Plan
  • Provide new registered address and connected details
  • Get secretarial assistance for address change matters and gather required documents to be given to TAXAJ
  • TAXAJ files MGT-14 and INC - 22/23 on your behalf
Documents Required

  1. Name, Contact Number and Email Id of Authorised Director.

  2. Directors Identification Number, if already.

  3. Self Attested PAN, Aadhar & Passport size photo of Authorised Director

  4. Specimen Signatures of Authorised Director

  5. Latest Utility/Electricity Bill of the new Address.

  6. Rent Agreement in the name of Company, if rented or leased.

  7. NOC from landlord in the name of Company, if owned.

Change in Registered Office Address from One State to Another

Change in Registered Office Address of Company within same State

What are the reasons for the change in Registered Office Address?

There are several reasons for the change in the office address of a company. Here are some reasons listed below:

  • It might be the lease of your existing registered office is about to expire and you are planning to take another office space at lease.
  • May be your company is expanding at a faster pace and the infrastructure or the office space of the current registered office is not adequate.
  • There might be planning of the company’s head officials to explore new markets for Business growth and hence they require establishing the registered office in that new area of operation.
  • Another company might be acquiring your company.


Different procedures are followed for the change in Registered Office Address which varies depending on the location. There are four scenarios under which the Office Address has been categorized:

What are the types of Registered Office Address Change?

  • Change in the Registered Office of a Private Limited Company within the same state.
  • Change in the Registered Office of a Private Limited Company within the same state but outside the existing city, town or village within the same Registrar of Companies (ROC).
  • Change in the Registered Office of a Company within the same state but from one Registrar of Companies (ROC) to another Registrar of Companies (ROC).
  • Change in the Registered Office of a Private Limited Company from one state to another state or from the jurisdiction of one ROC to another.


As per the Companies Act, 2013 certain compliance's are required for registering any change in the registered office address of the company.

What is the Procedure for the Change in Office Address?

Here, we will see in detail the step by step procedure regarding the change of Registered Office Address as mentioned in the Companies Act, 2013

Change in the Registered Office of a Private Limited Company within the same state:

When there is any change in the registered Office of a Private Limited Company from one place to another place within the same state, the following procedures need to be followed:

  • A Board meeting is called and a resolution is passed for the same.
  • Form INC-22 is filed with the ROC within 15 days from the date of passing the resolution.


Checklist of Documents that need to be attached to Form INC- 22

  • Copy of the Registered Office Address (Conveyance/Lease deed/ Rent Agreement).
    • Copy of the Utility Bills (not older than 2 months).
    • NOC from the owner for the use of Premises.

Change in the Registered Office of a Private Limited Company

1. Within the same state but outside the existing city, town or village

When there is a change in the Registered Office of a Private Limited Company within the same state but outside the existing city, town or village, it requires to follow certain procedures as prescribed the Act:

  • A Board meeting is held and the day, date, time and venue of the Extra Ordinary General meeting is fixed.
  • An Extra-Ordinary General meeting of the company is held in which the resolution is being passed.
  • Form MGT-14 is filed with the Registrar of Companies (ROC) within 30 days from the date of passing of the resolution.

Documents Required:

 Form MGT-14 

  • Certified True Copy of the special resolution.
  • Form INC-22 is filed with the Registrar of Companies (ROC) within 15 days of passing the resolution.


Form INC-22

  • Copy of the Registered Office Address (Conveyance/Lease deed/ Rent Agreement).
    • Copy of the Utility Bills (not older than 2 months).
    • NOC from the owner for the use of Premises.
    • Special Resolution.

2. From one state to another state or from the jurisdiction of one ROC to another state:

When there is a change in the registered office address of a private limited company from one ROC to another but within the same state then the following procedure needs to be followed as per the Companies Act, 2013.

  • A Board meeting is held and the day, date, time and venue of the Extraordinary meeting is held.
  • The Extra Ordinary General Meeting is convened and a special resolution is passed for the alteration of MOA (Memorandum Of Association) and shifting of the Registered Office.
  • Advertisement about the change in the Registered Office – An Advertisement is being published both in English Newspaper and another in Vernacular Newspaper where the registered office of the company is situated.
  • Form MGT-14 is filed with the ROC of the companies within 30 days from the date of passing the resolution.
  • A certified true copy of the Resolution that is passed in the Extra Ordinary General Meeting.

The Company will make the application to the Regional Director after the expiry of 30 days of publishing a newspaper advertisement and after this, INC-23 is filed.


Application to Regional Director in Form INC-23

  • A Notice is published at least once in a daily newspaper (English and in the Principal Language) of that District in which the registered office is located.
  • Individual Notice on each Debenture holder, depositor, a creditor of the company is sending indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration in MOA (Memorandum of Association).

If no Objection is received by the Regional Director within 21 days it will be considered for the shifting of the registered office.


Documents Required:

  • Certified True Copy of the Notice of EGM(Extra-Ordinary General Meeting).
  • Certified True Copy of the resolution passed at EGM.
  • Minutes of EGM
  • Copy of Newspaper Advertisement.
  • Copy of Altered MOA.
  • An Affidavit verifying the application.
  • List of creditors and Debenture holders entitled to the objections.
  • Declaration from the Key Managerial Personnel
  • Declaration from any two Directors that the company has not defaulted in payments of due to its workmen.


Any confirmation by the Regional Director shall be communicated within 30 days from the date of the receipt of the applications by the Regional Director to the Company.


After this, INC-22 is filed with the Registrar of Companies within 15 days of the order of the Regional Director. Following Documents needs to be attached –

  • Copy of the Registered Office Address (Conveyance/Lease deed/ Rent Agreement).
    • Copy of the Utility Bills (not older than 2 months).
    • NOC from the owner for the use of Premises.

3. From one state to another state or from the jurisdiction of one ROC to another.

When there is a change in the registered office from one state to another state or from the jurisdiction of one ROC to another, then the following procedure is being followed:

  • A Board meeting is held and the date, day, time and venue are fixed for holding the EGM.
  • The Extra Ordinary General Meeting is convened and the special resolution is passed.
  • A notice is published in the newspaper.
  • Form MGT-14 is filed within 30 days from the date of passing of the special resolution.


Documents:

  • A copy of the special resolution.
  • Alteration of MOA.
  • Alteration of AOA.


Following procedures are being followed:

  • A Notice is being published in the daily newspaper ( in English or any other principal language) of that district in which the Registered Office of the Company is situated.
  • Individual Notice on each Debenture holder, depositor, a creditor of the company is sending indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration in MOA (Memorandum of Association).

If no Objection is received by the Regional Director within 21 days it will be considered for the shifting of the registered office.

shifting of the registered office

 Documents:

  • Certified True Copy of the Notice of EGM( Extra-Ordinary General Meeting).
  • Certified True Copy of the resolution passed at EGM.
  • Minutes of EGM
  • Copy of Newspaper Advertisement.
  • Copy of Altered MOA.
  • An Affidavit verifying the application.
  • List of creditors and Debenture holders entitled to the objections.
  • Declaration from the Key Managerial Personnel
  • Declaration from any two Directors that the company has not defaulted in payments of due to its workmen.


The confirmation by the Regional director is served within 30 days from the date of receipt of the application to the company.

After this, the Company has to file Form INC-28 with the ROC within 30 days from the date of submission.


Thereafter, Form INC-22 is filed with the ROC within 15 days of the change in the registered office of the company along with the following documents:

  • Copy of the Registered Office Address (Conveyance/Lease deed/ Rent Agreement).
  • Copy of the Utility Bills (not older than 2 months).
  • NOC from the owner for the use of Premises.

Steps after Obtaining New Certificate from ROC:

  • The same shall be altered in the MOA with reverence to the state and in each & every copy of Memorandum.
  • The company’s banner, signboard, stationery, bills, accounts etc. ought to show the company’s new address and the requisite advice that must be sent to debenture holders, shareholders, and other related parties.
  • It is obligatory to make the necessary changes in the company’s books, records, letter heads, etc. of the company. It shall be ensured that the same necessary changes are made in PAN, TAN and notify to all the departments of Government, customers and banks wherever it is required.

Conclusion

Change in the address of a Private Limited Company depends upon the scenario whether the address change is within the state or from one state to another, within the same ROC or the ROC is different. Procedures are followed according to the Categorization which is prescribed in the Companies Act, 2013. For any queries related to change in the private Limited Company Address, reach us at TAXAJ.

Frequently Asked Questions:

Q. What are few points to be remembered while changing the registered office of a company?

All the new incorporating Companies shall have a clearly mentioned nameplate outside the main gate. A Board resolution is to be passed and made available to the registrar within 15 days in case of the change of office address.

Q. Is the process same of shifting Registered Office to Another State ?

Amendment of M.O.A. is required for Registered office change to another state. The company shall pass a special resolution to alter the M.O.A. and to be filed with the R.O.C. in the next 30 days. MGT-14 has to be filed in changing state. Approval needs to be obtained for C.G. in form I.N.C.- 23. The Following documents required are

  1. Special resolution mentioning and approving the change by Directors.
  2. M.O.A. and A.O.A. of the company.
  3. General Meeting copy along with proper Explanation letter.
  4. Minutes Copy of General meeting containing reason.
  5. Debtor, Creditor & debenture holder list.
  6. A copy of board resolution or Power of Attorney
  7. Document relating to the payment of application fee

The central government shall dispose of within 60 days for the change of registered office for outside the state application. It shall check for the changes before confirming. The approval of creditors, debenture holders, etc., is required. The Central approval is to be filed with both state registrars. A new certificate of incorporation will be provided by the state where you have changed to.

Q. What are the things to be taken care while arranging documents ?

At the time of incorporation of a Company, it is important to declare the registered office & submit documents like Electricity bills and rent agreements. A few of the following is required:

  1. Bill of Electricity or similar viable documents.
  2. N.O.C. from Landlord.
  3. Rent Agreement.

If you are planning to move with a N.O.C. (No Objection Certificate), make sure you dully fill in the address properly at each of the documents prepared with the govt papers, i.e., Electricity Bill. Moreover, make sure that an office is a working place. It should not be an illegitimate address or an empty floor. Though there are certain restrictions for using a residential place as a business, you must confirm with the relevant department.

Suppose the Directors have not finalized the office or want to do the rent agreement in the name of the incorporating company, then they can do so by mentioning a temporary address. Once the company gets registered, the directors can apply for I.N.C. 22 within 15 days and do the needful within the period mentioned.