Company Registered Office Change
The registered office serves as the central hub for all official communications and notices addressed to the company. It is the principal place of business where the company conducts its operations and interacts with stakeholders.
Circumstances may arise, necessitating a change in the registered office’s location. When such situations occur, the company must adhere to specific protocols and compliances as outlined in the Companies Act, 2013 and further detailed in the Companies (Incorporation) Rules, 2014
Types of Change in Registered Office
The company address change can occur within the same city, across cities, or even in a different state or region, depending on the company’s needs and strategic decisions. When a company decides to change its registered office, the process and regulatory requirements can vary significantly based on the nature of the relocation. Here are four common scenarios for changing a company’s registered office, each with its own set of procedural steps
Change in registered office Within Local Limits of City
When a company decides to relocate its registered office within the local limits of any city, town, or village, a specific procedure must be followed to ensure compliance with regulatory requirements. Here's a concise breakdown of the steps involved:
Changing the registered office within the same ROC Jurisdiction
Initially arrange a company board meeting and pass the resolution file Form INC-22 with the MCA within 30 days of passing the resolution provides business address proof and NOC from the owner.
Changing in registered office address from one ROC to another within the same state
Shifting a company's registered office from the jurisdiction of one Registrar of Companies (ROC) to another within the same state involves a comprehensive procedure to ensure compliance with legal requirements. Here's a step-by-step guide to navigating this process:
Change of Registered Office Change from One State to Another State
Relocating a company's registered office from one state to another involves meticulous steps to ensure compliance with legal requirements. This comprehensive procedure ensures the relevant authorities recognize and approve the move.
- Board Meeting
Convene a Board of Directors meeting to pass resolutions for shifting the registered office to another state and altering the Memorandum of Association (MOA).
- General Meeting
Hold a general meeting to pass special resolutions for shifting the registered office and altering the MOA.
- Application to Regional Director (Form INC-23)
Submit an application to the Regional Director with many documents, including the altered MOA, minutes of the General Meeting, board resolutions, affidavits, list of creditors and debenture holders, newspaper advertisements, and no objection certificates from creditors, if any.
- E-Filing of Form MGT-14 and Form INC -22
File form MGT-14 with the ROC within thirty days of passing the special resolutions, including the altered MOA and General Meeting details.
Submit the application to the Regional Director in form INC-23, and file a copy of this application with the ROC in form GNL-1.
File the Regional Director's order in form INC-28 within thirty days of receipt.
Submit form INC-22 within fifteen days of receiving the order, with details of the new registered office and the order from the Regional Director.
- Notice to Creditors and Debenture Holders
- Newspaper Advertisement
Registered Office Change - Company FAQ's
What is a registered office of a company?
The registered office is the official address of a company, listed with the Registrar of Companies (ROC), where all formal communications are sent.
Why might a company need to change its registered office?
Reasons include business expansion, cost reduction, legal compliance, closer proximity to customers or suppliers, and strategic relocation.
What are the key steps to change a company's registered office within the same city?
Convene a Board meeting, pass a resolution, file the change with the ROC, and update company records.
Is permission from the shareholders required to change the address of the registered office?
No the companies that are relocating to another location in the same village, towns, or city limits d not need permission from their shareholders or any other authorities But it is necessary to notify the ROC of the changes that are made in Form INC 22.
What documents are needed to change the registered office address?
Documents include a Board resolution, proof of the new address, a utility bill, and consent from the premises owner if it's not owned by the company.
How does one change the registered office from one city to another within the same state?
This requires a Board resolution, a special resolution by shareholders, filing with the ROC, and updating company records.
What is the process for changing the registered office across different ROC jurisdictions within the same state?
It involves obtaining approval from both the existing and new ROC, a special resolution, and possibly, the approval of the Regional Director.
What are the steps to relocate a registered office from one state to another?
This involves a Board resolution, special resolution, creditor's approval, newspaper advertisement, application to the Regional Director, and filings with ROC.
How long does the process of changing the registered office take?
It varies based on the type of change but can range from a few weeks to several months for inter-state relocations.
What is the role of Finbizz in changing the registered office?
Finbizz provides end-to-end assistance, including documentation, filing with ROC, and ensuring compliance with legal requirements.
Are there any penalties for not informing the ROC about a change in the registered office?
Yes, failure to notify the ROC can result in penalties and legal issues for the company.
How do we ensure compliance during the registered office change process?
Compliance is ensured by strictly adhering to the procedures outlined in the Companies Act and timely submissions of required documents to the ROC.
What happens after the ROC approves the change in registered office?
The company must update its new address on all official documents, websites, and correspondences.
Can the registered office be a residential address?
Yes, the registered office can be a residential address as long as it complies with local zoning and regulatory requirements.
Do we need to notify any other authorities besides the ROC about the address change?
Yes, you may need to inform tax authorities, banks, and other relevant bodies about the address change.