Changes in Co. Address

Understanding Changes in Your Company’s Registered Office

 

In the world of business, a company’s registered office is the central hub where all official connections are directed. While a company may have various other offices like corporate, administrative, branch, and factory locations, the registered office holds a special status. It’s essential for this office to be officially registered with the Ministry of Corporate Affairs.

 

The decision regarding the registered office’s location is typically made by the company’s promoters. Once the registered office is officially declared by submitting the INC 22 form, any future changes regarding its location need to be promptly communicated to the Registrar of Company (ROC).

 

Now, here’s the crucial bit: the registered office essentially defines the company’s official domicile. In other words, it’s the legal home of your business. The Registrar of Company (ROC) assigned to your company is also determined by the location of your registered office.

 

So, if there’s ever a need to change your registered office’s address, it’s not just a matter of logistics – it’s a legal requirement. Any such changes should be reported to the Registrar of Company (ROC) within 15 days to ensure your business stays compliant with the regulations. This ensures that your company’s official records accurately reflect its base of operations, helping to avoid any unnecessary complications down the road.

 

 

Understanding the Need for Changing Your Company’s Registered Office Address

 

The location of your company’s registered office plays a crucial role in its operations. Often, this decision is influenced by the preferences of stakeholders and the board of directors, as they prioritize convenience. However, there are situations that necessitate a change in the registered office address.

 

1. Rapid Growth: As your company experiences rapid growth, the existing office space and infrastructure may no longer align with your current position and requirements. In such cases, a change becomes imperative.

 

2. Lease Renewal: If your company is approaching the end of its lease period and you’re considering a move to a new office space with a different lease agreement, altering the registered office address is a logical step.

 

3. Business Expansion: When your company is planning to diversify its business into new markets and explore fresh opportunities, relocating the registered office to an area with better market prospects can be a strategic move.

 

4. Investment: If another company is investing in your business, the registered office address may need to be relocated to accommodate this change in ownership and governance.

These are some of the key reasons why a change in the registered office address may be necessary. It’s important to understand that this decision is driven by the evolving needs and ambitions of your company.

 

 

What’s Needed for Registering Your Company’s Address

 

When you’re setting up your company, one crucial step is to declare where your registered office will be located. To make this official, you need to provide specific documents during the incorporation process:

 

1. Utility Bills: You’ll need to submit copies of your water and electricity bills.
2. Property Tax Receipt: Make sure you have the property tax receipt.
3. Landlord’s NOC: You’ll also need a No Objection Certificate (NOC) from the landlord, allowing you to use the property as your registered office.
4. Lease Agreement: A signed lease agreement between your company and the property owner is essential.

 

Here’s a tip: The information on your utility bills and property tax receipt should match what’s stated in the NOC and rental agreement from your landlord. And remember, if you’re considering an empty plot of land or a building under construction, these cannot be your registered office location. But here’s the good news – your registered office doesn’t have to be a commercial or industrial property. It can also be a residential property.

 

Changing the registered office address of your company is an important process, and it must be carried out in accordance with the regulations set out in the Companies Act, 2013. Let’s break down the procedure step by step:

 

Change in Registered Office Address Within the Same State for a Private Limited Company:

 

When a Private Limited Company needs to change its registered office address within the same state, the following steps should be taken:

 

1. Board Meeting Decision: First, convene a board meeting to discuss and decide on the change of the registered office address.

 

2. Filing Form INC-22: Within 15 days from the date of passing the resolution, file Form INC-22 with the Registrar of Companies (ROC).

 

Documents Required with Form INC-22:

– A copy of the current registered office address.

– A copy of utility bills (not older than 2 months).

– A No Objection Certificate (NOC) regarding the use of premises obtained from the owner.

 

Change in Registered Office Address Outside the Existing Town, City, or Village:

 

If the Private Limited Company is shifting its registered office to a location outside the existing town, city, or village, the following procedure should be followed:

 

1. Board Meeting for Extraordinary General Meeting: Conduct a board meeting to decide the date, day, time, and venue of an Extraordinary General Meeting.

 

2. Resolution in EGM: Pass a resolution regarding the change in the office address during the Extraordinary General Meeting.

 

3. Filing Form MGT-14: File Form MGT-14 with the Registrar of Companies within 30 days from the date of passing the resolution.

 

Documents Required with Form MGT-14:

– A certified copy of the resolution.

 

4. Filing Form INC-22: Within 15 days of passing the decision, file Form INC-22 with the Registrar of Companies.

 

Documents Required with Form INC-22:

– A copy of the registered office address.

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

– NOC for the use of the area obtained from the owner.

 

Change in Registered Office Address Within the Same State but from One ROC to Another:

 

If the Private Limited Company is moving its registered office from one Registrar of Companies (ROC) to another within the same state, the following steps should be followed in line with the Companies Act, 2013:

 

1. Board Meeting for EGM: Conduct a board meeting to finalize the date, day, time, and venue of the Extraordinary General Meeting.

 

2. Special Resolution in EGM: During the Extraordinary General Meeting, make a special resolution for amending the Memorandum of Association (MOA) and shifting the Registered Office.

 

3. Advertisement Publication: Publish an advertisement in both an English newspaper and a vernacular newspaper, mentioning the updated address of the company’s registered office.

 

4. Filing Form MGT-14: File Form MGT-14 with the ROC of the companies within 30 days from the date of making the decision.

 

Documents Required with Form MGT-14:

– A certified copy of the Extraordinary General Meeting’s decision.

 

5. Application to the Regional Director in Form INC-23.

 

6. Notice Publication: Publish a notice in a daily newspaper, both in English and in the principal language of the district where the registered office is situated.

 

7. Individual Notice: Send individual notices to each debenture holder, depositor, and creditor of the company, indicating the purpose of the application and stating that any person whose interests are likely to be affected by the proposed alteration in MOA should take notice.

 

Changing the registered office address should be done carefully and in compliance with the law to ensure a smooth transition for your company.

 

 

Required Documents

 

1. A certified copy of the Notice of the Extra-Ordinary General Meeting (EGM).
2. A certified copy of the resolution passed during the EGM.
3. Minutes of the EGM.
4. A copy of the newspaper advertisement.
5. A copy of the altered Memorandum of Association (MOA).
6. An affidavit confirming the application’s authenticity.
7. A list of creditors and debenture holders with the right to raise objections.
8. A declaration from the Key Managerial Personnel.
9. Declarations from two Directors affirming that the company has not defaulted in payments to its employees.

 

Upon Confirmation

 

Once the Regional Director has confirmed the request, the communication should occur within 30 days from the Regional Director’s receipt of the application.

 

Following the Regional Director’s Order

 

After receiving the Regional Director’s order, you need to submit Form INC-22 to the Registrar of Companies. You may need to attach the following documents:

 

1. A copy of the registered office address.
2. Copies of utility bills.
3. A No Objection Certificate (NOC) from the owner permitting the use of the area.

 

Change in Registered Office Location

 

If you wish to change the registered office location of a Private Limited Company from one state to another or from one Registrar of Companies (ROC) jurisdiction to another, follow these steps:

 

1. Conduct a Board meeting to decide the date, time, and venue for an Extraordinary General Meeting (EGM).
2. Pass a special resolution during the EGM.
3. Publish a notice in a newspaper.
4. Fill out Form MGT-14 within 30 days from the date of passing the special resolution.