A company's registered office in India may be changed from one state to another at any time. The procedures and formalities for relocating the registered office are different under the law depending on whether the company is moving within the city, within the state, or from one state to another.
How to Change the Address of a Registered Office?
A company’s registered office is the place where all business-related communication takes place. A company can have a corporate office, branch, factory, or administrative office in addition to its registered office. However, while a company’s registered office in India must be registered with the Ministry of Corporate Affairs, the company’s other branches and offices can be opened without notifying the ROC.
The company’s domicile will be determined by its registered office in India (state of Incorporation). The ROC is decided by the state or location where the company’s registered office is located. In case there is a change of address in the registered office of a company the ROC must be notified within 15 days.
Why Is the Registered Office Address Important
It is important to declare the company’s registered office and submit the necessary documents when incorporating a private limited company. The following is a list of documents that must be submitted when a company declares a registered office during its incorporation:
- Electricity bill/ water bill/ property tax receipt
- NOC from the landlord in case the place is rented
- Rent or the lease agreement between the landlord and the company.
The name and address on the electricity bill/water bill/property tax receipts must match the landlord’s NOC certificate and the rental agreement precisely. It is not mandatory for the registered office to be a commercial or industrial property. Moreover, the registered office cannot be vacant land or a construction site. A residential property can also serve as a company’s registered office.
Types of Changes in a Registered Office
After a period of time, a private limited company may wish to relocate its headquarters. The company’s registered office must be changed with advance notice. The Ministry of Corporate Affairs (MCA) has specified processes for changing a private limited company‘s address, which must be followed by the company.
Types of changes in the address of the registered office
- Within the same city
- Within the same state and ROC
- To other ROC in the same state
- From one state to another.
Documents Required for a Change of Registered Office in the Same City
Form INC-22 must be filed with the ROC within 15 days of the board resolution being passed. For a company to change its registered office within the local limits of the same city, village, or town, the following documents must be attached to Form INC-22:
- If the office is on leased/rented land, the owner must provide a NOC (no objection certificate).
- If the office is located on leased/rented land, a rent/lease agreement is required.
- Proof of any utility bills sent to the office address that is less than 2 months old.
Documents Required for a Change of Office Outside the City Under the Same ROC
Form INC-22 and MGT-14 must be filed with the ROC, within 30 days of passing the special resolution to change the registered office outside the local limits of the city/town but under the jurisdiction of the same ROC. The documents required for change of registered office of a company outside the local limits of the city or town where it is situated but under the jurisdiction of the same ROC are as follows:
- A copy of the special resolution
- If the office is located on leased/rented land, a letter of authorisation from the property owner is required
- If the office is located on leased/rented land, a rent/lease agreement is required
- Proof of any utility bills sent to the office address that is less than 2 months old.
Documents Required for a Change of Office Outside the City but Under Different ROC
The company shall file the confirmation of the regional director with the ROC in Form INC-22 within 60 days from the receipt of confirmation. The documents required for change of registered office of a company outside the local limits of the city or town where it is situated but under the jurisdiction of the same ROC are as follows:
- Board resolution for changing the registered office
- The company’s special resolution confirming the change in registered office
- A declaration signed by any two directors or senior management people of the company, as authorized by the board, stating that the company has not failed in paying its debts to its employees and has secured the creditors’ permission to relocate the office
- An acknowledged copy of the intimation to the state’s Chief Secretary of the proposed registered office move, stating that the employees’ interests will not be harmed as a result of the change.
Documents Required for a Change of Office from One State to Another State
The Central Government’s approval for a change of office address must be filed in Form INC-28 with the ROCs of both the old and new registered offices in both states. The following documents along with Form INC-23 are required for a change of registered office from one state to another:
- A copy of the MOA with suggested changes
- A copy of the minutes of the EGM meeting authorizing the change to the MOA
- Copy of the board resolution or, an executed Vakalatnama or power of attorney as the case may be
- The list of all debenture holders and creditors, along with the amount owed to each of them for claims, obligations, or liabilities
- A declaration signed by at least two directors and the company secretary declaring that the list of creditors provided is full and that they owe no other amount than the amount stated in the list
- A statement that no employees will be laid off as a result of a change in the registered office address.
Conclusion:
Ensuring compliance with the registration of company in India is crucial for any business entity, particularly regarding the registration and subsequent changes to its registered office address. The registered office serves as the official communication address for all legal correspondences and must be accurately maintained with the Ministry of Corporate Affairs. Whether relocating within the same city, state, or across state borders, specific procedures outlined by the MCA must be followed, including obtaining necessary approvals and submitting required documentation. Adherence to these guidelines ensures transparency, legal compliance, and the uninterrupted operation of the company’s administrative functions.
