The workplace is a very important place for any business. Sometimes, due to changes in circumstances or due to other business exigencies, a company might need to change its registered office. Read on to know more!
According to the Companies Act of 2013 (‘Act’), every business must have a changing registered office within 30 days of its incorporation. A company should have a registered office at all times until it is in existence. The registered office is mentioned in the Memorandum of Association (MOA) and Articles of Association (AOA).
The registered office is where the company receives all correspondence and notices sent to it. It is the company’s official office where it does business. The Registrar of Companies (‘ROC’) must be informed of the registered office address. However, a company may be required to change its registered office.
In this instance, the business must adhere to the Act’s and the Companies (Incorporation) Rules, 2014 (‘Rules’) requirements. The compliances that a company must follow in various conditions are listed below:
Compliances for Change of Office Within the Same City
The following are the requirements for changing a company’s registered office within the municipal bonds of the same city, village, or town:
- To changing registered office, the company must hold a board meeting and pass a board resolution
- Within 15 days of the board resolution being passed, Form INC-22 must be filed with the ROC.
Compliances for Change of Office Outside the City Under the Same ROC
The following are the requirements for a company’s change of registered office outside the municipal limits of the city or town where it is located but under the jurisdiction of the same ROC:
- A board meeting must be held and a resolution to call the extraordinary general meeting must be passed (EGM)
- The company must pass a special resolution to change the registered office at the EGM
- Within 30 days of enacting the special resolution to changing registered office outside the local limits of the city/town but under the jurisdiction of the same ROC, Form INC-22 and MGT-14 must be filed with the ROC.
Compliances for Change of Office Outside the City but Under Different ROC
The following are the requirements for changing a company’s registered office outside of the city or town where it is located and from one ROC’s jurisdiction to another within the state:
- The company must hold a board meeting and pass a resolution authorising the EGM to be called
- The company must pass a special resolution to change the registered office at the EGM
- Within 30 days of passing the special resolution to change the registered office, Form MGT-14 must be filed with the ROC
- To move its registered office from one ROC to another within the state, the company must submit Form INC-23 to the regional director for approval.
Compliances for Change of Office from One State to Another State
The following are the requirements for changing registered office address from one state to another:
- The company must hold a board meeting and pass a resolution calling an EGM as well as a special resolution to change the MOA
- The company must approve a special resolution at the EGM to change the registered office from one state to another and to change the company’s MOA
- Within thirty days of enacting the special resolution to modify the registered office and alter the MOA, Form MGT-14 must be filed with the ROC
- The company must submit Form INC-23 to the regional director in order to acquire central government approval to move the registered office from one state to another and change the MOA
- If no objections are raised, the application for a change in the registered office will be approved by the Central Government within sixty days
- After the regional director accepts the change, the company must file a Form INC-22 with the ROC within sixty days of the approval date
- The Central Government’s approval for a changing registered office address must be filed in Form INC-28 with the ROCs of both the old and new registered offices in both states.
Compliances After ROC Approval for Change in Registered Office
The following are the requirements that a company must meet after receiving ROC approval to change its registered office:
- The company can issue a broad notice in the newspaper informing all of the company’s members and stakeholders about the change of its registered office
- Printing a new MoA and altering the company’s changing registered office address in legible letters and in a prominent location outside of every office, building, or other location where it conducted business
- Replace the old address with the new address on all business letterheads, letters, invoices, billheads, receipt forms, and other official publications
- Update all banks and financial institutions where the company has bank accounts with the new registered office address
- To update the company address in TAN and PAN, submit an application to the income tax authority
- Update the company’s new address in the name of its utility service providers, such as phone and internet connections, power providers, and so on
- Government agencies such as customs, central excise, service tax department, and sales tax authorities should be informed of the company’s new address.
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