REGISTERED OFFICE CHANGE ADDRESS
DEFINITION
The registered office of a company is a place to which all official communications pertaining to a company is sent. In addition to a registered office, a company can have a corporate office, administrative office, branch office or factory, etc. However it is only important to register the official registered office of the organization with the Ministry of Corporate Affairs. All other offices/other locations can be operated by an organization without any official intimation to the ROC.
The registered office of the Company determines the location of the company in regards to the state of incorporation. The location where the registered office of the Company is situated will decide the Registrar of Company (ROC) where the application for the said company registration should be made. Any change of address of a company’s registered office must be officially conveyed to the Registrar of Company (ROC) within 15 days.
REQUIREMENTS FOR COMPANY REGISTERED OFFICE REGISTRATION
When a company is incorporated, it is very essential to mention the registered office of the said company and submit supporting documentary evidence for the same. The following documents must be filed while declaring a registered office of a company during the incorporation process:
- The electricity Bill / water Bill / property Tax Receipt
- A no-Objection Certificate (NOC) from the landlord for the registered office
- The rental or lease Agreement between the landlord and the said company
One should remember that the name and address mentioned on the electricity bill / water bill / property tax receipt must match the NOC Certificate given by the said landlord/and also matches the same details in the rental agreement. The registered office of an organization cannot be vacant land or a property under construction. However it is not essential for the registered office of an organization/company to be a commercial or industrial property. The registered office of an organization/company can also be located in a residential property.
In case the company has not shortlisted the registered office of the company while filing for incorporation, the Companies Act, 2013 provides an alternative for such a company to file using a temporary address. When the registered office of the Company has to be declared, it can be done by filing INC 22 within 15 days of incorporation of the Company.
CHANGE IN REGISTERED OFFICE ADDRESS
Once the registered office of a company/organization is declared by filing INC 22, any future changes to the registered office of the company/organization must be duly notified to the Registrar of Companies (ROC). If the change in registered office address is within the same area of city/town/village, the ROC be intimated within fifteen days by submitting the relevant forms. If the address change of registered office of a company is outside the local limits of any city/ town/village, then such a change of registered office has to be approved by a special resolution passed by the company. If the registered office of a company has to be changed from one jurisdiction of a ROC to another jurisdiction, then such a change in registered office has to be approved by the Regional Director of ROC.
RULE 27: NOTICE AND VERIFICATION OF CHANGE OF SITUATION OF THE REGISTERED OFFICE
The notice of change of the location of the registered office and the verification for the same must be filled in form INC 22 along with the prescribed fees and has to be attached to form INC22. The manner in which the documents have to be verified are mentioned in the terms of sub-section (2) of section 12. To verify the registered office of the company, the documents have to be attached in the said format with form INC 22. This is done both while giving intimation of the registered office at time of company incorporation and at any time when there are changes in the address of the registered office. The documents needed for verification are mentioned below.
- If the registered office is owned by the company then the conveyance deed of the property registered in the name of the company is needed
- If the registered office has been leased or rented out by the company, then the lease deed/rent agreement and rent receipts are needed. The rent receipt must not be older than one month.
- If the office is owned by one of the directors/any other persons, and the premises are not on lease/rent by the said company, the company must attach proof that the company has been permitted to use the place as its registered office in the form of a ‘No Objection Certificate’ from the owner.
The copies of the utility bills need to be attached in all of the above cases. Such bills must bear the name of the company along with the address that is to be used as the registered address of the company. These cannot not be more than 2 months old. The bills that are required are as follows
- Mobile phone bill
- Telephone bill
- Electricity bill
- Gas bill
The company must pass certain resolutions as mentioned below
- A special resolution has to be passed in a general meeting if it wants to change the registered office to a location outside the municipal lists of the city/town/ village where the office is presently located.
- A board resolution to passed to enable the authorisation of the director to sign and submit form INC- 22.
CHANGE OF REGISTERED OFFICE WITH A DIFFERENT ROC BUT WITHIN THE SAME STATE
If the company wants to change the registered office from the jurisdiction of one ROC to the other ROC, it must apply for such an approval with the Regional Director (RD) in the manner mentioned in form INC- 23. Once the Regional Director confirms this change, the company has to file the same confirmation with the ROC within 60 days. The ROC must confirm the change of the address within 30 days of the filing.
CHANGE OF REGISTERED OFFICE TO ANOTHER STATE
The company must amend their Memorandum of Association to change the registered office from one state to another state. A special resolution must be passed by the company for the alteration of the MOA. This resolution must be submitted with the ROC in form MGT-14 within 30 days of its passing. To change the registered office from one state to another, the company must get the approval of the CG in form INC- 23. The documents that need to be attached along with the application in form 23 are as follows
- The copy of the special resolution that sanctions such an alteration by the members of the company
- The copy of the memorandum and articles of association
- The copy of the notice which conveys the general meeting along with the relevant explanatory statements
- The copy of the minutes of the general meeting with the resolution authorising such a modification.
- The list of the creditors and debenture holders
- A copy of the board resolution or power of attorney
- A Document in regards to the payment of the application fee
- The central government must dispose of the change of registered office application outside the state within 60 days of the application. Before it passes such a resolution it must confirm that such a change has been done with the consent of the creditors, debenture holders etc. This approval given by the Centre must be filed with the registrars of both the states in which the old and the new registered office is situated. The registrar of the state wherein the new office will be located will register the same and issue the company a fresh certificate of incorporation.
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