Change Your Registered Office Address

Change Your Registered Office Address
It is necessary to intimate the ROC regarding to change your registered office address of the Company during Company Incorporation.
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How to Change your Registered Office Address in India?

We know that the primary place of business for a Company or LLP (Limited Liability Partnership) is its registered office address. As per Section 12 of the Companies Act, 2013 all businesses including LLPs must have a registered office during or within 30 days of Company Incorporation. A Company in India should have a registered office at all times until it is in existence. The registered office address is cited in MoA (Memorandum of Association) & AoA (Articles of Association). The registered office is the office where the Company gets all the communications & notices sent to it. It’s the official office of the Company where it carries on business. The registered office address needs to be given to RoC. Scroll down to how to change your registered office address.

What is the importance of a registered office address?

The registered office address is crucial for a company in India as it serves as the official address where all the official communications & legal notices are sent by the Government authorities, regulatory bodies & other stakeholders. Also, it’s the address where the Company keeps its statutory records such as register, books of accounts & other vital documents.

During Company Incorporation, it is vital to declare the registered office of the Company & to submit the required documents. We will discuss the documents later. The full name and the address on the electricity bill or water bill or property tax receipts should exactly match the NOC (No Objection Certificate) by the landlord & the Rental Agreement. There is no such requirement for the registered office to be an industrial/commercial property. Also, the registered office can’t be vacant land or a building that is under construction. The registered office can also be a residential property. If the Company hasn’t decided the registered office of the Company while filing for Company Incorporation. The Companies Act also provides the option for the Company to declare a temporary address. The registered office should be declared by filing INC-22 within 15 days of Company Incorporation.

Different way to change your registered office address

In India, a Company would want to change its office after sometime, the registered office address of a Company needs to be changed with prior intimation. The Ministry of Corporate Affairs has provided procedures to change the company address & this must be followed by the Company. The following are the different ways to change your registered office address:

  • Change in Registered Office Address with a Different RoC but within the State

If the Company wants to change the registered office from the jurisdiction of one RoC to another then the Company must apply for the approval of the Regional Director as mentioned in Form INC-23. After the Regional Director ensures the change your registered office address, then the confirmation must be filed with the Registrar of Companies within 60 days. Within 30 days of filing, the Registrar of Company shall confirm the address change of the Company.

  • Address change in the same state but different RoC

In big states like Tamil Nadu & Maharashtra, there are 2 ROC. At times it may happen when the company address is changed the Registrar of Companies also changes. Hence, there is a different procedure when such changes happen.

  • Change in the registered office within the same city: The process to change the registered office in the same city is very simple.
  1. First, the company must arrange a Board Meeting & pass a Resolution regarding the same;
  2. The company must file a Form INC-22 with the Ministry of Corporate Affairs and it should be filed within 30 days of passing the Board Resolution;
  3. Latest utility bills for address proof of the business or company, NOC from the owner & the Rental Agreement is the place is rented should be attached.
  • Change of address in another state

The procedure of shifting the registered office from one state to another is different from others. The Memorandum of Association of the Company changes as the registered office address also changes.

  1. It is important to hold a Board Meeting & pass a resolution to conduct EGM (Extraordinary General Meeting);
  2. A Special Resolution must be passed in the EGM regarding the change of the registered office address and for changing the Memorandum of Association. The resolution must be filed in MGT-14 within 30 days with the Ministry of Corporate Affairs;
  3. The Company has to publish an ad for shifting the office not more than 30 days before the date of application to the Regional Director. It must be published in the regional newspaper & in an English Newspaper;
  4. The Company should also send a notice to the debentures holders & creditors if there are any other regulatory bodies as applicable to the Company;
  5. An application to the Regional Directors must file for shifting the registered office along with the documents that are mentioned;
  6. In case an objection is received, then there is a hearing with the Central Government & important orders will be passed. If no objection is received, then the order will be passed without any hearing;
  7. The confirmation received raised from the Regional Director to the Registrar of Companies is to be filed by the Company within 30 days from the order date;
  8. Within 30 days it is vital to file Form INC-22 to the Registrar of Companies with the required documents.

The Central Government of India should dispose of the change of the registered office application outside the state within 60 days of the application & before passing the Resolution it should confirm that the change is with the consent of the debenture holder, creditors, etc. The approval by the Central Government shall be filed with the Registrars of both states. The RoC (Registrar of Companies) of the state wherein the new office will be located has to register the same & new Certificate of Incorporation should be issued.

Documents Required to Change your Registered Office Address

It is necessary to intimate the ROC regarding to change your registered office address of the Company during Company Incorporation. Ensure to submit the following documents required for change in registered office address:

  1. Electricity bill or gas bill;
  2. Possession tax receipt;
  3. NOC (No Objection Certificate) collected from the owner of the registered office;
  4. Lease treaty between the firm & the owner.

Ensure that the name & address you have provided in the above documents should be the same as the NOC receipt given by the property owner & it is cited in the Rental Agreement/Treaty. Moreover, a facility or premise under construction can’t be appointed as a position for a registered office of a Company. Though, it’s not expected to proclaim a registered office as an industrial or retail commodity, a residential commodity can also be proclaimed as a registered office of a firm.

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