REGISTERED ADDRESS CHANGE
The registered office of a company is a place to which all official communications related to a Company is sent. In addition to a registered office, a company can have their corporate office or administrative office or branch office or factory, etc., However, only the registered office of the Company needs to be registered with the Ministry of Corporate Affairs (MCA). A company can change their registered office whenever required. Form INC-22 is filed in case the company are going to move their registered office. The company requires to inform the Registrar within 15 days of such a change.
Frequently Asked Questions
Once the registered office address of a Company is declared by filing INC 22, any further changes to the registered office of the Company must be intimated to the ROC. Any change is registered office address within the same area of city or must be notified within 15 days by filing the appropriate forms. In case of change of RO (registered office) of a company, outside the local limits of any city or town, then the change of RO must be approved by a special resolution passed by the Company. If the registered office of a company is going to changed from one jurisdiction of a ROC to another jurisdiction, then the change in RO must be approved by the Regional Director of ROC.
In case the company wants to change the registered office from the jurisdiction of one ROC to the other ROC, it requires to apply for the approval of the Regional Director (RD) in the manner described in form INC- 23. Once the Regional Director confirms this change, need to file the same confirmation the ROC within 60 days. The ROC will confirm the address change within 30 days of the filing.
- Change in the Registered Office of within the same state.
- Change in the Registered Office within the same state but outside the existing city, town, or village within the same Registrar of Companies (ROC).
- Change in the Registered Office of a Company within the same state but from one ROC to another Registrar of Companies (ROC).
- Change in the Registered Office of a Company from one state to another state or from the jurisdiction of one ROC to another.
The company needs to amend the Memorandum of Association (MoA) to change the registered office from one to another state. A special resolution must be passed by the company for alteration of the MOA. This resolution required to be filed with the ROC in form MGT-14 within 30 days of the resolution being passed. To change the registered office from one state to another state, the company needs to get the approval of the CG in form INC- 23.
These documents are required to be attached along with the application in form 23 are mentioned below: -
- A copy of the special resolution sanctioning the alteration by the members of the company.
- a copy of the MoA and Aoa.
- A copy of the notice conveying the general meeting along with relevant explanatory statement
- A list of creditors and debenture holders
- A copy of Power of Attorney
- Document relation to payment of application fee
Central government will dispose of the change of registered office application outside the state within 60 days of the application. The approval given by the Centre will be filed with the registrars of both where the old registered office is situated, and the new registered office is situated. The registrar of the state where the new office will be located, register the same & issue a fresh certificate of incorporation.
Notice & verification of change of situation of the registered office.
The notice of change of the location of the registered office & the verification of the same shall be filled in form INC 22. The documents and the way they are 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 are to be attached in the described format with the form INC- 22 both for giving intimation of the registered office at the time of incorporation and then any time changes in the registered office.
- In case the registered office owned by the company itself, the conveyance deed of the property in the name of the company is required.
- In case the registered office is taken on lease/rent by the company, the lease deed or the rent agreement and rent receipts (in case of rental) is required. The rent receipt needs to be updated and cannot be older than one month.
- In case the office is owned by the director or any other persons and the premises are not on lease by the company, the company needs to attach proof that the company is permitted to use the place as its RO(registered office). This may be in the form of a ‘No Objection Certificate’ from the owner.
Copies of the utility bills described below need to be attached in all the above cases. These documents should be updated and not be more than 2 months old.
- Mobile phone bill
- Telephone bill
- Electricity bill
- Gas bill
The company need to pass certain resolutions as mentioned below: -
Special Resolution– This resolution is to be passed in a general meeting if it wants to change the registered office to a place outside the local city/ town / village wherein the office is currently located.
Board Resolution– In this resolution , enable the authorisation of the director to sign & submit form INC- 22 needs to be passed.
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