Company Registered Address Change

COMPANY REGISTERED ADDRESS CHANGE

Registered office of Company: Every company incorporated in India must have a registered office address. It is a principal place of business. All official correspondence from the Registrar is sent to this office. For any reason, you may have to shift your principal place of business be it within the city, within a state, or in a different city or in a different state altogether an initiation to ROC is a must. The registered office of a company is that to which official correspondence and all formal legal notices addressed to the company will be sent.

 Description: Any business entity being registered under the Ministry of Corporate Affairs (MCA) and Registrars of Companies (ROC) can Change / Alter its registered workplace. This process is known as the Registered Office Change.

Every company that has shifted registered office must give notice to Ministry within 30 days of such change. However, a special resolution is needed in the case the registered office has been shifted to another city in the same state. In the case where a registered office has been shifted from one state to another, the Company has to complete certain formalities. It must then give a newspaper advertisement and also a notice to the State Government and obtain NOC.

Reasons to change company registered address:

• Better Location
• Reputation Building
• Better Business Opportunity
• To Minimize Operating Costs
• Moving Closer to the Potential Market
• Developing the Business Operation

Documents Required for changing company registered address:        

1. Within the same city / state:

• Proof of registered office address of the company
• NOC from the owner of new premises or copy of property ownership documents.
• Copy of bills such as electricity bill, water bill, etc.
• Copy of Special Resolution (Required when registered office changed within same state but different cities)

1. From one state to another:

• Copy of Special Resolution passed to amend the MOA.
• Copy of MOA & AOA of the company.
• Copy of Notice of general meeting with the statement of explanation.
• Copy of Minutes of Meeting of the General Meeting.
• Details of debenture holders and creditors of the company.

Types of changes in a registered office:

A Company would want to change its office after some time. The registered office of a company needs to be changed with prior intimation.

Types of changes in the address of the registered office.

1.Within the same city

2.Within the same state and ROC

3.To other ROC in the same state

4.From one state to another

1.Change in the registered office within the same city

The process to change the registered office in the same city is very simple.

• Firstly, the company must arrange a board meeting and pass a resolution about the same.
• The company needs to file a form INC22 with the MCA. It should be filed within 30 days of passing the board resolution.
• The utility bill for business address proof, NOC from the owner, and the rental agreement is the place is rented must be attached.

2. Change in the registered office address with a different ROC but within the state: Suppose the company wants to change the registered office from the jurisdiction of one ROC to another then the company has to apply for the approval of the Regional Director as prescribed in Form INC-23. After the Regional Director confirms the change the same confirmation must be filed with the ROC within 60 days. Within 30 days of filing, the ROC shall confirm the change of address.
3. Change of address in the same state but different ROC: In Large states like Maharashtra and Tamil Nadu there are two registrars of companies. At times it may happen that when the address of the company is changed the ROC also changes. Hence, there is a different procedure when such change happens.
4. Change of address in another state:

• It is necessary to hold a board meeting and pass a resolution to call an extraordinary general meeting.
• A special resolution is to be passed in the EGM about the change in the address of the registered office as well as for altering the MOA. The resolution must be filed in MGT14 within 30 days with the MCA.
• The company has to publish an advertisement for shifting the office not more than 30 days before the date of application to the regional director. It should be published in at least vernacular or the regional newspaper and in an English newspaper.
• The company should also send a notice to the creditors and the debenture holders if there are any and to other regulatory bodies as applicable to the company.
• An application to the Regional Director should be filed for shifting the registered office along with the documents that are specified.
• In case an objection is received then there is a hearing with the Central government and necessary orders will be passed. If no objection is received, then the order will be passed without any hearing.
• The confirmation received from the RD to the ROCs is to be filed by the company within 30 days from the date of the order.
• Within 30 days it is necessary to file form INC-22 to the ROC with the required documents.

 

Process to change the registered office address:

1. New Address to Be Identified: The process starts with the identification of a new address for the registered address of the company in compliance with Local Land Rules.
2. Execute Rent/Lease Agreement with Landlord: The new premises should be occupied by the company only after proper document is executed, such as Sale deed or Rent Agreement.
3. Obtain NOC from The Address Owner: In case the new address is not owned then, a NOC is required from the owner of the premises.
4. Board Meeting to Pass Resolutions: In the properly convened meeting of the Board of Directors adopt a Board Resolution for Change of the Registered Address with simple majority.
5. Intimate ROC by Filing INC-22: The change of the registered address must be intimated within 30 days of the date of effective change of registered address by filing Form INC-22.
6. Change in All Stationary & Sign Board: After the registered address is changed the company must make changes in all its signboards, marketing material.