All business-related communications are conducted at a company’s registered office. A firm may additionally have a corporate office, branch, manufacturing, or administrative office in addition to its registered office. While a firm must establish its registered office in India with the Ministry of Corporate Affairs, it is not required to notify the ROC in advance of opening any additional branches or offices.

The company’s domicile will be determined by its registered office in India (state of Incorporation). The state or location where the company’s registered office is located will decide the ROC. The ROC must be notified within 15 days of any change in the registered office address of a firm.

Why is it vital to know the registered office address?

Declaring the company’s registered office and submitting the necessary paperwork are both crucial when forming a Private Limited Company. The following list of documents must be given when declaring a company’s registered office during the company’s incorporation:

  • Electricity bill, water bill, and receipt for property taxes.
  • If the property is rented, the landlord must give his or her NOC.
  • The rent or lease contract between the landlord and the business.

The landlord’s NOC certificate and the rental agreement must perfectly match the name and address on the power bill, water bill, and property tax receipts. The registered office does not have to be a business or industrial property. Additionally, the registered office cannot be on the undeveloped ground or a structure that is still being built. A company’s registered office can be home.

If the business does not choose its registered office before applying for formation. The Companies Act of 2013 also allows the corporation to announce a temporary address. Within 15 days of incorporation, the firm’s registered office must be indicated by filing INC22.

Cause of Registered Office Address Change

The registered office’s location is frequently decided by stakeholders and the homes of the board of directors. Their comfort is the only factor taken into account. Even so, there are times when it becomes necessary to relocate the registered office.

  • When a firm is expanding quickly and its current office location and facilities do not suit its needs, the registered office address must be changed.
  • If your firm is nearing the end of its contract and you’re considering renting another office space.
  • If a firm intends to expand into new genres, it may move its registered office to a location that will allow them to take advantage of better market opportunities.
  • If a different firm invests in your business, your registered office address will inevitably change.

Various Modifications to a Registered Office

A business can eventually choose to relocate its headquarters. Changes to a company’s office must be communicated in advance. The MCA has established procedures, which must be followed by the company, for altering a company’s address.

The following modifications to the registered office address:

Located in the same city

Using the same ROC and the same state

Other ROCs exist in the same state.

From one state to another transfer.

Located in the same city

  • The business must first convene a board meeting and adopt a resolution.
  • The business must submit a form INC22 to the MCA. Within 30 days after the board resolution is approved, it must be filed.
  • Include the owner’s NOC, the lease contract, and the utility bill as proof of the business address.

When both the state and the ROC are the same

  • A corporation must complete Form INC-23 and submit it to the regional director for approval if it wants to transfer its registered office from one ROC to another.
  • The identical confirmation must be submitted to ROC within 60 days following the regional director’s confirmation.
  • Within 30 days of filing, the ROC must approve the address change.

To Other ROCs within the Same State

  • There are two company registrars in large states like Maharashtra and Tamil Nadu.
  • There is a distinct procedure when such a change occurs since it occasionally occurs the ROC also changes when the company’s address does.

From One State to another Transfer

  • Different states have different procedures for changing a company’s registered office. As the office address changes, so does the company’s MOA.
  • A resolution to convene an extraordinary general meeting must be approved during a board meeting.
  • In order to modify the MOA and alter the office address, a specific resolution must be approved by the EGM. Within 30 days, the MCA must receive the MGT14 resolution.
  • The business should, if appropriate, also notify debt holders and creditors, as well as any regulatory agencies that may be relevant to the business.
  • To change the office, a request must be sent to the regional director along with the required paperwork.
  • In the event that a complaint is made, a hearing with the national government will be held and the necessary directives will be given. Without a hearing, the order will be made if there are no objections.
  • Within 30 days of the date of the order, the company must submit the confirmation it obtained from the RD to the ROCs.
  • It is required to submit form INC-22 together with the required paperwork to the ROC within 30 days.

Required Registered Office When a company is registered

At the time of the business’s incorporation, it is important to disclose the registered office of the firm. When choosing a location for your company’s registered office, submit the following necessary documents:

A NOC was acquired from the landlord on the Registered Office Lease Agreement between the landlord and the company. Water Bill/Electricity Bill Property Tax Receipt

Make that the name and address you have included on your utility bills, water bills, and property tax receipts match those listed on the NOC certificate that the landlord has issued and that is referenced in the rental agreement. Furthermore, a corporation cannot designate a location for its registered office on the undeveloped ground or in a building that is still being constructed. However, identifying the registered office as a commercial or industrial location is optional. A residential property may also be designated as a company’s registered office.

Change of Registered Office Address Procedure

Let’s dive in and go over the steps that must be taken to alter the registered office address in accordance with the 2013 Companies Act:

Changing the registered office of a private limited company within the same state

If a Private Limited Company moves its registered office from one location to another within the boundaries of the same state, the following procedure must be followed:

1. The Board convenes a meeting, at which a decision is taken.

2. Within 15 days of the day the resolution was passed, an applicant must submit Form INC-22 to the ROC.

Required Documents for Form INC-22

1. A copy of the registered office’s current address

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

3. A NOC from the owner about the use of the property

Change of a Private Limited Company’s Registered Office Outside of an Existing Town, City, or Village

The following procedure must be performed when a private limited company moves its registered office from beyond the limits of an existing city, town, or village:

  1. The date, day, hour, and location of the Extraordinary General Meeting are set during a board meeting.
  2. The Extra-Ordinary General Meeting approves a resolution addressing the change of office address.
  3. Within 30 days of the resolution’s passage, Form MGT-14 must be submitted to the Registrar of Companies.
  4. Documents Necessary

Form MGT-14

  1. A certified version of the resolution, first
  2. Form INC-22 is submitted to the Registrar of Companies within 15 days of the decision being made.

Form INC-22

  1. The registered office address in writing
  2. A duplicate of the utility bill (not older than two months)
  3. The owner’s NOC was obtained for the area’s use.
  4. Special Resolution

Change of a company’s registered office from one Registrar of Companies (ROC) to another Registrar of Companies within the same state (ROC)

According to the Companies Act of 2013, the following regulations must be followed when a private limited company changes its current registered office address from one ROC to another while remaining within the boundaries of the same state:

1. The day, date, hour, and location of the Extraordinary Meeting are determined at a Board meeting.

2. A special resolution for the modification of the MOA and the relocation of the Registered Office is made in the Extraordinary General Meeting.

3. Post an advertisement mentioning the changed address of the company’s registered office in both an English and a vernacular publication.

4. Within 30 days of reaching a decision, Form MGT-14 is submitted to the company’s ROC.

5. A certified copy of the decision made by the Extraordinary General Meeting.

Request on Form INC-23 to the Regional Director

1. Post a notice in a daily newspaper in the district where the registered office is located and in the primary language there.

2. An individual notice explaining the application is being sent to each holder of a debenture, depositor, and creditor of the company, as well as to anybody else whose interests may be impacted by the proposed modification to the MOA.

Documents Necessary

1. A certified true copy of the EGM notice ( Extra-Ordinary General Meeting).

2. A certified true copy of the EGM resolution.

3. EGM minutes

4. A replica of a newspaper ad.

5. Copy of the Modified MOA

6. A document attesting to the application.

7. List of debtors and creditors who are eligible to object.

8. Statement from the Key Management Staff

9. A statement from any two Directors stating that the business has not fallen behind in paying its employees.

The Regional Director of the Company notifies the Regional Director of the confirmation within 30 days of the date the application was received.

You must submit Form INC-22 to the registrar of Companies as soon as you get the Regional Director’s directive. The following files may need to be attached:

  1. The Registered Office Address Copy
  2. A duplicate of the utility bill
  3. The owner’s NOC for the usage of the area

A private limited company’s registered office may move from one state to another or from one ROC’s jurisdiction to another.

The procedure in the aforementioned case is as follows:

1. A board meeting is held to choose the date, time, and location for the Extraordinary General Meeting.

2. A special resolution is adopted at the Extraordinary General Meeting.

3. The newspaper prints a note.

4. You must complete Form MGT-14 within 30 days of the day the special resolution was passed.

Note:

1. Post a notice in a daily newspaper in the district where the registered office is located and in the primary language there.

2. An individual notice explaining the application is being sent to each holder of a debenture, depositor, and creditor of the company, as well as to anybody else whose interests may be impacted by the proposed modification to the MOA.

If the Regional Director does not object after 21 days, it will be taken into consideration to move the registered office.

Documents Necessary

1. A certified true copy of the EGM notice (Extra-Ordinary General Meeting).

2. A certified true copy of the EGM resolution.

3. EGM minutes

4. A replica of a newspaper ad.

5. Copy of the Modified MOA

6. A document attesting to the application.

7. List of debtors and creditors who are eligible to object.

8. Statement from the Key Management Staff

9. A statement from any two Directors stating that the business has not fallen behind on payments to employees.

Within 30 days of receiving your application, the regional director will serve you with his confirmation. The company must then submit Form INC-28 to the ROC within 30 days of the submission date.

Following the change in the company’s registered office, Form INC-22 is submitted to the ROC within 15 days with the accompanying paperwork:

  • The Registered Office Address Copy
  •  Duplicate of the utility bills (not older than 2 months).
  • A NOC for the usage of the property from the owner.

Whether a Private Limited Company changes its address inside a state, from one state to another, or within the same ROC or a different ROC depends on the circumstances. Procedures are carried out in accordance with the categorization set forth in the 2013 Companies Act. Contact Phoenixtax- Tax consultants in Chennai with any questions on changing the private limited company address.