It's possible that a company will need to relocate its headquarters. MCA has specified a protocol for changing the address, which the company must follow. Read on to know more!
Change Your Company’s Registered Office: A company’s registered office is the place where all business-related communication takes place. A company can have a head headquarters, branch, factory, or administrative office in addition to its registered office. Thus, while a company’s registered office in India must be registered with the Ministry of Corporate Affairs, the company’s other branches and offices might be formed without notifying the ROC.
The company’s domicile will be established by its office in India (state of Incorporation). The ROC is defined by the state or region 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.
Importance of Registered Office Address
It is important to determine the company’s registered office and submit the necessary paperwork for private limited company registration. The following is a list of documents that must be submitted when a company determines its registered office during its incorporation:
- Electricity bill/ water bill/ property tax receipt
- If the property is rented, you will need a letter of authorisation from the landlord
- Rent or the lease agreement between the landlord and the company.
If the company’s registered office has not been fixed at the time of incorporation. The Companies Act 2013 also gives a company the option of registering a temporary address. Within 15 days of incorporating a company, the registered office shall be specified by filing INC22.
How to Change the Address of the Registered Office?
After a company’s registered office is specified by filing the INC 22. Any changes to the company’s registered office must be reported to the ROC. If the office address changes within the same city, town, or village, the change must be informed within 15 days by filing the appropriate forms.
The registered office must approve a special resolution passed by the firm if the change of the office address is outside the city, town, or village limits. If a company’s office is to be transferred from one ROC jurisdiction to another, the change must be approved by the ROC’s Regional Director. Get in touch with our experts to know more about changing a company’s registered address.
Types of Changes in a Registered Office
After a period of time, a company may wish to change its headquarters. A company’s office must be changed with advance notice. The MCA has specified processes for changing a company’s address, which must be followed by the company.
Types of changes to the registered office’s address:
- Within the same metropolis
- Within the same state and with the same ROC
- In the same state, other ROCs
- Transfer from one state to another.
Within the Same City
- Firstly, the company must call a board meeting and pass a resolution
- The MCA requires the company to file a form INC22. It must be filed within 30 days of the board resolution being passed
- Attach the utility bill for evidence of the business address, the owner’s NOC, and the leasing agreement if the space is rented.
Within the Same State and With the Same ROC
- If a company wants to move its registered office from one ROC to another, it must fill out Form INC-23 and submit it to the regional director for permission
- Within 60 days of the regional director’s confirmation, the identical confirmation must be filed with ROC
- The ROC must validate the change of address within 30 days of filing.
In the Same State, as Other ROCs
- In Large states like Maharashtra and Tamil Nadu, there are two registrars of companies
- At times it may happen that when the address of the company is changed the ROC also changes
- Hence, there is a different procedure when such a change happens.
Transfer From One State to Another
The process for change in the registered office of a company from one state to another differs from others. The MOA of the company changes as the office address also changes.
- A board meeting must be held and a resolution to call an extraordinary general meeting must be passed
- A special resolution is to be passed in the EGM regarding the change in the office address as well as the modification of the MOA. The MCA must receive the resolution in MGT14 within 30 days
- Not more than 30 days before the date of application to the regional director, the company must post an advertisement for relocating the office. It should appear in both a vernacular and a regional newspaper, as well as an English newspaper
- If applicable, the company should also send notice to creditors and debt holders, as well as other regulatory bodies as applicable to the company
- An application to the regional director must be filed for changing the office along with the documents that are specified
- If an objection is received, a hearing with the central government will be held, and required instructions will be issued. If there are no objections, the order will be passed without a hearing
- The company must file the confirmation received from the RD to the ROCs within 30 days of the date of the order
- It is mandatory to file form INC-22 with the requisite documents to the ROC within 30 days.
Conclusion:
Ensuring the correct registration of a company in India involves establishing a registered office, which serves as the official address for all business communications. Any changes to this registered office must be promptly notified to the Registrar of Companies (ROC) within specified timelines, depending on the nature of the change—whether within the same city, state, or across states. Compliance with the procedures outlined by the Ministry of Corporate Affairs (MCA) is crucial, requiring appropriate resolutions, forms such as INC-22 or INC-23, and supporting documents like utility bills or lease agreements. Whether relocating within a metropolis or transferring to a different state, adherence to these guidelines ensures the smooth continuation of operations under the legal framework governing the registration of company in India.
