Change in Registered Office Address of Company
Each and Every change regarding the registered office shall have to be notified to the Registrar of companies and banking officials within 15 days.
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- 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
- 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
- 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
Name, Contact Number and Email Id of Authorised Director.
Directors Identification Number, if already.
Self Attested PAN, Aadhar & Passport size photo of Authorised Director
Specimen Signatures of Authorised Director
Latest Utility/Electricity Bill of the new Address.
Rent Agreement in the name of Company, if rented or leased.
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?
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?
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?
What is the Procedure for the Change in Office Address?
♦ Compliances for Change of Office Within the Same City
The compliances for change of registered office of a company within the local limits of the same city, village or town are as follows:
- The company will have to hold a Board meeting and pass a Board resolution for changing the registered office.
- Form INC-22 needs to be filed with the ROC within fifteen days of passing the Board resolution.
The documents to be attached with Form INC-22 are:
- NOC (No Objection Certificate) from the owner if the office is situated in leased/rented land.
- Rent/Lease agreement, if the office is situated in leased/rented land.
- Proof of evidence of any utility bills having the office address that are not older than two months.
Compliances for Change of Office Outside the City Under the Same ROC
The compliances for change of registered office of a company outside the local limits of the city or town where it is situated but under the jurisdiction of the same ROC are as follows:
- The company needs to conduct a Board meeting and pass a resolution for calling the Extraordinary General Meeting (EGM).
- In the EGM, the company needs to pass a Special Resolution for changing the registered office.
- Form INC-22 and MGT-14 have to be filed with the ROC within 30 days of passing the Special Resolution to change the registered office outside the local limits of the city/town but under the jurisdiction of the same ROC.
The documents to be attached with the Forms INC-22 and MGT-14 are:
- Copy of the Special Resolution.
- NOC from the property owner, if the office is situated in leased/rented land.
- Rent/Lease agreement, if the office is situated in leased/rented land.
- Proof of evidence of any utility bills having the office address that are not older than two months.
Compliances for Change of Office Outside the City but Under Different ROC
The compliances for change of registered office of a company outside the local limits of the city or town where it is situated and from the jurisdiction of one ROC to another ROC within the state are as follows:
- The company needs to conduct a Board meeting and pass a resolution for calling the EGM.
- In the EGM, the company needs to pass a Special Resolution for changing the registered office.
- Form MGT-14 needs to be filed with the ROC within 30 days of passing the Special Resolution to change the registered office.
- The company should file Form INC-23 to the Regional Director for approval to shift its registered office from the jurisdiction of one ROC to another ROC within the state.
- Before one month of filing the application with the Regional Director, the company should:
- Publish a notice of change of office in a daily English newspaper and in the principal language newspaper of that district in which the company’s registered office is situated.
- Serve individual notice on each depositor, debenture holder and creditor of the company. The notice must state that if their interest is likely to be affected by the proposed alteration in the MOA, they can intimate their nature of interest and grounds of opposition to the Regional Director. However, they must intimate their opposition to the Regional Director within twenty-one days from the publication date of the notice.
- When the Regional Director does not receive any objection, a confirmation notice will be communicated within thirty days from the receipt of the application by the Regional Director.
- The company shall file the confirmation of the Regional Director with the ROC in Form INC-22 within sixty days from the receipt of confirmation.
The documents that need to be filed with the Form INC-23 are as follows:
- Board resolution for changing the registered office.
- The Special Resolution passed by the company confirming the change in the registered office.
- A declaration by any two directors or the key managerial personnel of the company authorised by the Board stating that the company has not defaulted in paying its dues to its workmen and has obtained the creditors’ consent for shifting the office.
- An acknowledged copy of intimation made to the Chief Secretary of the state regarding the proposed registered office change and mentioning that the employees’ interest will not be affected due to the change in registered office.
Compliances for Change of Office from One State to Another State
The compliances for change of registered office from one state to another state are as follows:
- The company needs to conduct a Board meeting and pass a resolution for calling EGM and alter the MOA through a Special Resolution.
- In the EGM, the company needs to pass a Special Resolution for changing the registered office from one state to another state and altering the MOA of the company.
- Form MGT-14 must be filed with the ROC within thirty days of passing the Special Resolution to change the registered office and alter the MOA.
- The company should file Form INC-23 to the Regional Director for obtaining approval of the Central Government to shift the registered office from one state to another state and alter the MOA.
- Before one month of filing the application with the Regional Director, the company should:
- Publish a notice of change of office in a daily English newspaper and in the principal language newspaper of that district in which the registered office of the company is situated.
- Serve individual notice on each depositor, debenture holder and creditor of the company stating that if their interest is likely to be affected by the proposed alteration of the MOA, they can intimate their nature of interest and grounds of opposition to the Regional Director within twenty-one days from the publication date of the notice.
- If there are no objections, the Central government will dispose of the application for change in the registered office within sixty days.
- Once the Regional Director approves the change, the company needs to file the approval with the ROC in Form INC-22 within sixty days from the date of approval.
- The approval given by the Central Government for a change of office address should be filed in Form INC-28 with the ROC of both states in which the old and new registered offices are situated.
The following documents are submitted along with Form INC-23:
- A copy of the MOA with proposed alterations.
- Copy of the minutes of the meeting of EGM authorising the alteration of the MOA.
- Copy of the Board resolution or executed Vakalatnama or Power of Attorney, as the case may be.
- The list of all the debenture holders and creditors stating the amount due to each one of them relating to their claims, debts or liabilities.
- A declaration signed by at least two directors and the Company Secretary, stating that the list of creditors given is complete and no other amount except the mentioned amount in the list is owed to them.
- A declaration stating that no employee will be retrenched as a result of a change in the registered office.
Compliances After ROC Approval for Change in Registered Office
The compliances that a company needs to follow after changing its registered office upon receipt of approval of ROC are as follows:
- The company can issue a general notice by way of an advertisement in a newspaper informing all the members and stakeholders about the change of the company’s registered office.
- Printing of new MOA and changing the address of the company’s registered office outside of every office, building, etc., where it carried on the business, in legible letters and conspicuous position.
- Substitute the old address printed on all business letter-heads, letters, invoices, billheads, receipt forms and other official publications with the new address.
- Update the new registered office address with all the banks and financial institutions where the company is having bank accounts.
- File application with the Income Tax Authority for updating the company address in TAN and PAN.
- Update the company’s new address with its utility service providers like telephone and internet connections, electricity providers, etc., in the company name.
- Update the company’s new address with government authorities like Customs Authorities, Central Excise Authorities, Service tax Department, and Sales Tax Authorities.
Conclusion
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
- Special resolution mentioning and approving the change by Directors.
- M.O.A. and A.O.A. of the company.
- General Meeting copy along with proper Explanation letter.
- Minutes Copy of General meeting containing reason.
- Debtor, Creditor & debenture holder list.
- A copy of board resolution or Power of Attorney
- Document relating to the payment of application fee
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:
- Bill of Electricity or similar viable documents.
- N.O.C. from Landlord.
- 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.
