At MotherTax, we understand the significance of a registered office for companies operating in India. The registered office serves as the primary location for all business communications and legal requirements. Our team of experts is well-versed in the legal and regulatory requirements, ensuring that your company’s registered office remains in compliance with the Ministry of Corporate Affairs.
*** Scroll down to find more detailed information about the required documents for the change of registered office.
Why is Address Change Important?
How to Change the Address of the Registered Office?
1. Board Resolution: The company should convene a board meeting and pass a resolution approving the change of registered office within the same city. This resolution should be documented and maintained for future reference.
2. Filing Form INC22: The company is required to file Form INC22 with the Ministry of Corporate Affairs (MCA) within 30 days of passing the board resolution. Form INC22 is the prescribed form for intimating the Registrar of Companies (ROC) about the change in registered office address.
3. Supporting Documents: Along with Form INC22, certain supporting documents need to be submitted. These typically include:
– Business Address Proof: A utility bill such as electricity bill, telephone bill, or property tax receipt, clearly indicating the new registered office address.
– NOC from the Owner: If the registered office premises are rented, a No Objection Certificate (NOC) from the owner must be obtained and submitted.
– Rental Agreement: In case of a rented premises, a copy of the rental agreement should be provided as proof of occupancy.
It is important to ensure that all the required documents are correctly filled out, duly signed, and attached with Form INC22. Any discrepancies or missing documents may lead to delays or complications in the address change process.
Note: It is advisable to seek professional guidance or consult with a company secretary or legal expert to ensure compliance with all applicable regulations and to accurately complete the address change procedure.
By following these steps and providing the necessary documents, a company can successfully change its registered office within the same city and ensure that its records with the ROC are updated accordingly.
When a company decides to change its registered office from the jurisdiction of one Registrar of Companies (ROC) to another, the following process should be followed:
1. Application to Regional Director: The company needs to apply for the approval of the Regional Director by filing Form INC-23. This form is specifically designed for seeking approval for changing the registered office from one ROC to another. The application should be accompanied by the necessary documents and information as required by the form.
2. Confirmation by Regional Director: Upon reviewing the application, the Regional Director will assess the request for change of registered office. If satisfied, the Regional Director will provide confirmation of the change. This confirmation is an important document that validates the change of address.
3. Filing Confirmation with ROC: After receiving the confirmation from the Regional Director, the company must file the same confirmation with the ROC where the registered office is currently situated. This filing should be completed within 60 days from the date of confirmation received from the Regional Director.
4. Confirmation by ROC: Upon receiving the filing of the confirmation, the ROC will review the documents and the change of address request. Within 30 days of filing, the ROC will confirm the change of address and update its records accordingly. This confirmation serves as an official acknowledgment of the new registered office address.
It is crucial to adhere to the prescribed timelines and ensure that all necessary documents and forms are accurately filled out and submitted. Seeking professional assistance from a company secretary or legal expert can help ensure compliance and a smooth transition during the process of changing the registered office from one ROC jurisdiction to another.
When a company needs to change its registered office address within the same state but under the jurisdiction of a different Registrar of Companies (ROC), the process may vary. This situation often arises in large states like Maharashtra and Tamil Nadu, where there are multiple ROCs. Here is an overview of the procedure for such a change:
Board Meeting and Resolution: The company should convene a board meeting and pass a resolution to propose the change of registered office address and ROC jurisdiction. The resolution should be duly recorded and documented.
Application to the Existing ROC: The company needs to submit an application to the existing ROC where its registered office is currently situated. This application should include the necessary documents, such as the board resolution, updated address proof, and any other supporting documents as required by the ROC.
Intimation to the New ROC: Simultaneously, the company must notify the new ROC, which will have jurisdiction over the proposed new registered office address. This notification should include relevant details of the change, such as the existing ROC details, proposed new address, and the reason for the change.
Transfer of Documents and Records: The existing ROC will transfer all relevant documents and records of the company to the new ROC upon receipt of the intimation. This ensures that the new ROC has access to the company’s complete and updated records.
Compliance with New ROC Requirements: The company must comply with any additional requirements or procedures specified by the new ROC. These may include filing additional forms, providing updated documents, or fulfilling any specific conditions mandated by the new jurisdiction.
Confirmation and Approval: Once the new ROC is satisfied with the documentation and compliance, it will provide confirmation and approval for the change of address and ROC jurisdiction. This confirmation is crucial for updating the company’s records and legal status.
It is important to consult with a qualified company secretary or legal professional who is well-versed in the procedures specific to the relevant state and ROC jurisdictions. They can provide guidance and ensure that all necessary steps are followed correctly to facilitate a smooth transition of the registered office address to a different ROC within the same state.
The process of changing the registered office address from one state to another involves specific steps and compliance with legal requirements. Here is an overview of the procedure:
Board Meeting and Resolution: The company must hold a board meeting and pass a resolution to convene an Extraordinary General Meeting (EGM). The resolution should include proposals for changing the registered office address and altering the Memorandum of Association (MOA). Within 30 days, the resolution must be filed with the Ministry of Corporate Affairs (MCA) using Form MGT-14.
Advertisement and Notices: The company is required to publish an advertisement in a regional newspaper and an English newspaper, both in circulation at the current registered office location, at least 30 days before the application to the Regional Director (RD). Additionally, the company must send notices to creditors, debenture holders (if applicable), and other relevant regulatory bodies.
Application to Regional Director: The company needs to file an application with the RD seeking approval to shift the registered office from one state to another. The application must be accompanied by specified documents as per the requirements.
Objection and Hearing: If any objection is received regarding the proposed change, a hearing with the Central government will be conducted. The Central government will pass necessary orders after considering the objection. In the absence of objections, the order will be passed without a hearing.
Confirmation and Filing: Once the RD approves the change, the company must file the confirmation received from the RD with the Registrar of Companies (ROC) within 30 days from the date of the order. Additionally, the company must file Form INC-22 with the ROC, along with the required documents, within 30 days.
Approval by Central Government: The Central government will review the application and dispose of it within 60 days. Before granting approval, the government will confirm that the change has the consent of creditors, debenture holders, and others. The approval granted by the Central government should be filed with the ROCs of both the current and new states.
Registration and New Certificate of Incorporation: The ROC of the new state where the registered office will be located will register the change and issue a new certificate of incorporation. This new certificate will reflect the updated registered office address.
It is crucial to consult with a qualified company secretary or legal professional who can provide detailed guidance and ensure compliance with the specific procedures and regulations involved in changing the registered office address from one state to another.
Guide to Notice and Verification of Change of Registered Office Address (Rule 27)
To successfully notify and verify the change of address for the registered office, the following steps need to be followed:
Filling Form INC-22: Submitting the Notice and Verification
Document Verification: Ensuring the Correct Documentation
Resolutions: Special and Board Resolutions
Updating Information: Completing the Process
Let’s delve into each step in detail:
The process begins with filling out Form INC-22, which serves as the notice and verification of the change. The required fees should be paid, and the relevant documents need to be attached as specified in sub-section (2) of section 12.
To validate the change of address, specific documents must be verified and included with Form INC-22. The verification requirements differ based on the nature of the registered office:
a. Owned Property: If the company owns the registered office, the conveyance deed must be provided as proof.
b. Leased or Rented Property: If the office is leased or rented, include the lease deed or rent agreement along with recent rent receipts (not older than one month).
c. Premises Not on Lease: If the office premises are not leased but owned by a director or another individual, evidence of permission to use the premises as the registered office is required. This can be obtained as a ‘No Objection Certificate’ from the owner.
d. Utility Bills: Attach copies of utility bills (such as mobile, telephone, electricity, and gas bills) bearing the company’s name and registered address. Ensure that these bills are not older than two months.
To facilitate the change of registered office address, certain resolutions need to be passed:
a. Special Resolution: If the new office address is outside the local limits of the current office’s city, town, or village, a special resolution must be passed during a general meeting.
b. Board Resolution: A board resolution is necessary to authorize the director and submit Form INC-22.
Once the filed forms receive approval from the Ministry of Corporate Affairs (MCA), it is crucial to update the new address across all relevant platforms. This includes updating the PAN, TAN, bank accounts, registrations, licenses, and making appropriate alterations to the Memorandum of Association (MOA).
To ensure a smooth and compliant process for changing the registered office address, seeking guidance from professionals or company secretaries is advisable. Adhering to the legal requirements and following the correct procedures will help streamline the transition effectively.
Please feel free to contact us if you require any assistance or have any further queries regarding the above process.
Our team is here to help you navigate through the change of registered office address smoothly.
