Change in Registered Office

Change in Registered Office

Changing the registered office of the company is a process that companies go through from time to time. As a company is a separate legal entity with a distinct existence from its owners, directors, and shareholders, it must follow certain procedures to change its registered office. This change is also known as shifting the registered office.

According to the Companies Act, 2013, a company is an entity incorporated under this Act or any previous company law. A company is a legal entity formed by individuals to engage in business activities. The registered office of a company or LLP is the principal place of business activities where all official communication and reminders are sent. It is crucial that the registered office address is effective for receiving necessary communications and that all correspondence sent to this address is promptly handled.

The registered office determines the company's domicile, and any changes to this address must be reported to the Registrar of Companies (ROC) within 15 days. The company's operator decides the location of the registered office, and once it is established through filing INC 22, any changes must be reported to the ROC.

Reason for Change in Registered Office Address

The location of the registered office is often decided based on the residential area of stakeholders and board members. However, there are several reasons a company may need to change its registered office:

  • Growth requiring more office space and infrastructure.
  • Expiration of the current office lease and the need for a new space.
  • Exploring new business opportunities and markets.
  • Investment from another company necessitating a change in address.

The Different Types of Registered Office Address Change

  • Change within the same state.
  • Change within the same state but outside the current town, city, or village.
  • Change within the same state but under a different ROC.
  • Change from one state to another or from one ROC jurisdiction to another.

Registered Office Requirement During Company Registration

At the time of incorporation, a company must announce its registered office and submit the following documents:

  • Water Bill/Electricity Bill
  • Property Tax Receipt
  • NOC from the landlord
  • Lease agreement between the landlord and the company

The address on these documents must match the NOC and rental agreement. Vacant land or buildings under construction cannot be used as a registered office, but residential properties can be declared as such.

Change within Local Limits of City, Town, or Village

When the registered office moves within the same area:

  1. Ensure authorization in the Articles of Association (AOA). If not, alter the AOA first.
  2. Send notice of Board Meeting with the agenda to all directors.
  3. Hold a Board Meeting and pass a resolution approving the shift and its effective date.
  4. File E-Form INC-22 with the ROC within 15 days of the resolution.
  5. Update the address on all company documents and bills.
  6. Display the new address at the old address for some time.

Change Outside Local Limits but Within the Same ROC and State

When the registered office moves to a different city, town, or village within the same state:

  1. Ensure authorization in the AOA. If not, alter the AOA first.
  2. Send notice of Board Meeting with the agenda to all directors.
  3. Hold a Board Meeting and pass a resolution approving the shift and its effective date.
  4. File E-Form MGT-14 with the ROC within 30 days of the resolution.
  5. File E-Form INC-22 with the ROC within 15 days of the resolution.
  6. Update the address on all company documents and bills.
  7. Display the new address at the old address for some time.

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