Company Registered Office Change
The Registrar of Companies (ROC) records a company’s official address, which is a requirement for critical documents like the MOA and AOA. Due to growth or cost management, it may be necessary to modify this address, which is subject to the Companies Act 2013. The procedure requires ROC files and approvals and is location dependent.
Registered Office of a Company
The registered office is the official address that is legally registered with the Registrar of Companies (ROC) in the jurisdiction where the company is incorporated and is referred to as the company’s Registered Office. This address is the location where the company receives all official notices, legal documents, as well as formal communications. Legally, companies need to maintain a registered office, and disclose this address in their foundational documents.
Company Registered Office Change
The registered office is the company’s central hub for all official communications and notices addressed to the company in the registered office. It serves as the organization’s principal location for operations and interaction with stakeholders.
Unexpected circumstances may necessitate altering the registered office’s location. When such circumstances arise, the company is required to comply with specific protocols and regulations as enumerated in the Companies Act, 2013, and further elaborated upon in the Companies (Incorporation) Rules, 2014.
Why would a Company want to Change its Registered Office Address?
Several simple reasons may necessitate that companies change their registered office address:
- Growth and Expansion: Companies may consolidate offices or relocate to facilitate a growing workforce following a merger or acquisition.
- Better Location: Provide improved facilities and transportation links or relocate closer to customers or suppliers.
- Cost Savings: To save money, move to an area with lower rent, taxes, or operational costs.
- Enhancing Image: Moving to a prestigious location to improve the company’s reputation and appeal to investors and clients.
- Legal Compliance: At times, a company is required to be in a specific region by laws or regulations.
- Market Reach: Relocating to gain access to new markets or to be more convenient to a particular consumer base.
How can a Company Change its Registered Office from One City to Another within the Same ROC Jurisdiction?
A comprehensive procedure must be followed by a company to ensure legal compliance and regulatory approval when it intends to relocate its registered office beyond the local limits of any city, town, or village, if it remains within the same jurisdiction of the ROC as well as the same state. This process entails several critical steps:
Board of Directors Meeting
The company must initially organize a meeting of its Board of Directors to address a few critical issues:
- Authorize the distribution of the General Meeting notice to shareholders, directors, and auditors.
- The company officials have the authority to carry out this resolution.
- The shareholders must approve the notice for the general meeting.
- To relocate the registered office outside of the local jurisdiction, a Board Resolution must be passed.
Notice of General Meeting
All shareholders, directors, and auditors must receive the approved notice for the General Meeting, which includes the agenda and requests approval for the office relocation, via email, courier, or post.
General Meeting
The shareholders must approve the relocation of the registered office beyond the local limits by approving a Special Resolution at the convened General Meeting.
Filing with ROC – Form MGT-14
Within fifteen days of the Special Resolution’s passage, the company is required to submit a certified true copy of the Special Resolution, an explanatory statement, and the notice of the EGM to the ROC in form MGT-14. This filing’s Service Request Number (SRN) is critical for the completion of subsequent procedures.
Filing with ROC – Form INC-22
The company is required to submit the following documents in form INC-22 to the ROC within fifteen days after obtaining shareholder approval at the General Meeting:
- A certified true copy of the Board Resolution was passed by the Board of Directors.
- The shareholders approved a genuine and certified copy of the Special Resolution.
- Documentation verifies the company’s right to use the address if it does not own the premises.
Update Company Records
After receiving the ROC’s approval, the company must revise its address on all official documents, such as letterheads, banners, signboards, and other relevant records or papers.
How can a Registered Office be Changed from One ROC Jurisdiction to Another Within the Same State?
Shifting a company’s registered office from one ROC jurisdiction to another within the same state involves the below steps:
- Board of Directors Meeting: Approve the relocation, authorize the necessary actions, and schedule a general meeting.
- Filing with ROC (Form MGT-14): Submit the Special Resolution and related documents to the ROC within 30 days.
- Creditor and Debenture Holder Consent: Prepare a list and obtain consent if necessary.
- State Government Intimation: Notify the state Chief Secretary about the move.
- Application to Regional Director (Form INC-23): Apply with required documents, including declarations and resolutions.
- Regional Director’s Approval: Obtain approval within 15 days.
- Filing a Regional Director’s Order (Form INC-28): File the approval with the ROC within 30 days.
- Final ROC Filing (Form INC-22): Complete the filing within 60 days, including proof of the new address.
- Update Company Records: All official documents and records should reflect the new address.
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Registered Office Change from One State to Another
Relocating a company’s registered office from one state to another involves several key steps:
- Board Meeting: Approve the shift and alteration of the Memorandum of Association (MOA), authorize petition filing, appoint a representative, and approve the General Meeting notice.
- General Meeting: Send notices to shareholders, directors, and auditors; then hold a meeting to pass special resolutions for the move and MOA change.
- Creditors and Debenture Holders: Compile lists and obtain no objection certificates from them.
- Newspaper Advertisement: Publish notices about the office move in both English and vernacular newspapers, as required.
- Notification to Regulatory Bodies: Notify the ROC, relevant regulatory bodies, SEBI (for listed companies), and the current state’s Chief Secretary.
- Application to Regional Director (Form INC-23): Submit the application with necessary documents to the Regional Director.
- Regional Director’s Order: If there are no objections, obtain and file the Regional Director’s Order.
- E-Filing: To complete the process, file forms MGT-14, INC-23, INC-28, and INC-22 with the ROC.
Company Registered Office Change Within Local Limits of Village, City, or Town
To change a company’s registered office within the same city, town, or village, follow these steps:
- Board Meeting: Organize a meeting to approve the office transfer and authorize the requisite actions.
- Filing with ROC: Submit the INC-22 form to the Registrar of Companies (ROC) within 15 days, along with the Board Resolution, proof of the new address, a recent utility bill, and documentation of the right to use the new premises, if they are not the company’s property.
- Records Update: Following ROC approval, update the registered address on all company documents, such as letterheads, banners, and signboards.
Summary
A company’s registered office can be changed, but doing so requires submitting documents to the Registrar of Companies. Board and general meetings must also be conducted in accordance with the Companies Act of 2013. and the notification of shareholders and regulatory bodies. All official documents must reflect the new address, and additional approvals and notifications might be required.
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FAQ’s
The registered office is the official address that the company provided to the Registrar of Companies (ROC). This is where all official letters and legal papers are sent and received.
Some examples are growth and expansion, finding a better site, cutting costs, improving the company’s image, following the law, or reaching more customers.
Complete form INC-22, forward it to the ROC and ensure all business papers reflect the new address. To finish the process, the board must then get together.
Some important steps include meeting Board and General Meetings, passing a Special Resolution, sending forms MGT-14 and INC-22 to the ROC, and keeping company records up to date.
To do this, you need to get approval from the board and shareholders, notify the state’s chief secretary, apply to the regional director, and file the appropriate forms with the ROC.
To accomplish this, one must pass a Special Resolution, secure the consent of creditors, place advertisements in newspapers, notify regulatory bodies, and apply to the Regional Director.
Forms include INC-22, MGT-14, INC-23, as well as INC-28, depending on the nature of the move.
All of the company’s official documents, like letterheads, posters, and signs, need to have the new registered address changed.