Overview

The company's registered office is counted as a place where all official connections related to the company are sent. Apart from the registered office, a company owns several different offices such as corporate office, administrative office, branch office and factory. However, it is necessary for the registered office to register itself with the Ministry of Corporate Affairs. The promoters of the company decide the location and location of the registered office. Once the registered office is announced through the filling of INC 22, any change in the company's registered office is reported to the ROC.

The domicile of the company is determined by the company's registered office. The Registrar of Companies (ROC) is also decided from the location in which the company's registered office is located. Any change in relation to the registered office address should be reported to the Registrar of Companies (ROC) within 15 days.

Reason for Change

Stakeholders and the board of directors’ residential area often decide the location of the registered office. The only reason considered is their comfort.However, in some cases there is a need to change the registered office space from one place to another.

• Company required to change their registered office address when it is growing at a faster pace and the office space and infrastructure does not fit in as per the company’s current position.
• If you are in the last period of your company’s lease and you are thinking of hiring another office space at lease.
• If the company plans to explore new styles for business growth and therefore plans to relocate its registered office to a location where they can explore better market opportunities.
• If any other company is investing in your company then you will be obliged to shift the address of the registered office.

Registered office requirement during company registration

The company is required to declare a registered office at the time of incorporation of the company. Submit the required documents below when finalizing the space for your company’s registered office:

• Water Bill / Electricity Bill
• Property Tax Receipt
• NOC received from the landlord in relation to the registered office
• Lease Agreement between Landlord and Company

Ensure that the name and address you have given on the electricity bill / water bill / property tax receipt must match with the NOC certificate provided by the landlord and mentioned in the rental agreement. In addition, vacant land or a building under construction cannot be given space for the company's registered office. However, the registered office is not required to declare commercial or industrial property. A residential property can also be declared as the registered office of a company.

Change the type of registered office address

• Changes to the registered office of a private limited company within the same state.
• Change to 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 from one company's registered office within the same state but from registrar of companies (ROC) to another company's registrar (ROC).
• Change from one state to another state or from the jurisdiction of one ROC to another in the registered office of a private limited company.

• Converted from one state to another state or from the jurisdiction of one ROC to another in the registered office of a private limited company

In the above case the following procedure is followed:

1. A meeting is organized which will decide the day, time and place of holding the extra ordinary meeting

2. Special Proposal is passed in extra ordinary meeting

Note:

1. Publish a notice in a daily newspaper in English and the principal language of the district where the registered office is located

2. Each debenture holder, a personal notice on the depositor, points to the case of a creditor application of the company and states that any person whose interest is likely to be affected by the proposed change in the MOA.

Not receiving any objection from the Regional Director within 21 days stating that it will be considered for transfer to the registered office.

Required Documents

1. Certified true copy of the notice of EGM (Extraordinary-Ordinary Meeting).

2. Certified true copy of the resolution passed in the EGM

3. EGM's minutes

4. Copy of newspaper advertisement.

5. Changed MOA copy.

6. An affidavit confirms the application.

7. List of creditors and debenture holders entitled to objections.

8. Announcement from Chief Managerial Personnel

9. Announcement from any two directors that the company has not defaulted in payments due to its employees.

The Regional Director will serve your confirmation within 30 days from the date of receiving the application.

The next thing a company has to do is to file Form INC-28 with the ROC within 30 days from the date of submission.

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

1. Copy of registered office address

2. Copy of utility bills (not older than 2 months).

3. NOC from the owner for the use of the premises.

Change of address of a private limited company depends on the scenario whether the change of address is within the state or from one state to another, within the same ROC or the ROC is different. The procedures are followed as per the classification laid down in the Companies Act, 2013. For any query related to change in address of private limited company, reach us at Servzone.

Procedure

Let’s dig in and go through the procedure that needs to be followed during the change in registered office address as provided in the Companies Act, 2013:

• Change in Private Limited Company’s registered office within the same state

  In case of any change in the address of the registered office of a private limited company from one place to another within the boundaries of a state, the procedure given below is followed:

  1. A board meeting is held and a decision is taken on the same

  2. An applicant is required to file Form INC-22 with the ROC and that’s too within 15 days from the date of passing the resolution.

  Required Documents with Form INC-22

  1. A copy of the current address of the registered office is

  2. Utility Bills’ copy (not older than 2 months)

  3. NOC in relation to the use of the premises received from the owner.

• Changes outside the existing city, town or village limits to the registered office of a private limited company

  When a private limited company shifts its registered office outside the existing city, city or village boundaries, it is necessary to follow the following procedure:

  1. A board meeting is held in which the date, day, time and place of the additional ordinary meeting are determined.

  2. A decision regarding the change of office address is passed in an extraordinary-ordinary meeting.

  3. The MGT-14 is filed with the Registrar of Companies Form within 30 days from the date of passing the resolution.

  Required Documents

  Form MGT-14

  1. Certified copy of Resolution

  2. The Form INC-22 is filed with the Registrar of Companies within 15 days of the decision.

  Form INC-22

  1. A copy of the address of the registered office is

  2. A copy of the utility bill (not older than two months)

  3. NOC for the use of owner-acquired area

  4. Special Resolution

• Change in registered office of one company within the same state but from Registrar of Companies (ROC) to Registrar of Companies (ROC) of another company

  In case of change in the address of the current registered office of a private limited company from one ROC to another but within the limits of the same state, the Companies Act, 2013 requires following the following criteria:

  1. A board meeting is held, which will finalize the day, date, time and place of the extra ordinary meeting

  .

  2. At the Extra Ordinary General Meeting a special decision is taken for the change of MOA and the transfer to the registered office.

   

  3. Publish an advertisement both in an English newspaper and another in Vernacular newspaper mention the updated address of the company’s registered office.

  4. Form MGT-14 is filed with the ROC of the companies within 30 days from the date of coming to a conclusion

  5. A certified copy of the Extra Ordinary General Meeting’s decision.

  Application to the Regional Director in Form INC-23

  1. Publish a notice in a daily newspaper both in English and in Principal language of that district where registered office is situated

  2. 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.

Required Documents

1. Certified true copy of the notice of EGM (Extraordinary-Ordinary Meeting).

2. Certified true copy of the resolution passed in the EGM

3. EGM's minutes

4. Copy of newspaper advertisement.

5. Changed MOA copy.

6. An affidavit confirms the application.

7. List of creditors and debenture holders entitled to objections.

8. Announcement from Chief Managerial Personnel

9. Announcement from any two directors that the company has not defaulted in payments due to its employees.

On receiving the confirmation, the Regional Director is informed by the Regional Director of the company within 30 days from the date of receiving the application.

After receiving the order of the Regional Director, you have to file Form INC-22 with the Registrar of Companies. You may have to attach the following documents:

1. Copy of registered office address

2. Copy of utility bills

3. NOC for field use from owner

3. A notice is published in the newspaper

4. You are required to fill in Form MGT-14 within 30 days from the date of passing the special resolution.