Every company must be registered within thirty days of its incorporation under the Companies Act 2013 (the “Act”). The company should be domiciled all the time until it exists. The registered office of the company is stated in the memorandum of association (MOA) and the articles of association (AOA).
However, the company may be required to change its registered office. In such a case, the company must comply with the compliance set out in the Act and the Companies (Incorporation) Rules, 2014 (hereinafter referred to as the “Rules”). Below are the requirements that a company must follow in different situations. Let us have a look at the procedure for Change in Registered Office Address within the City/ Town/Village.
Why is a registered office address important?
When setting up a limited liability company, it is important to indicate the registered office of the company and submit the relevant documents. Here is a list of documents that must be submitted when declaring a company’s registered office when a company is incorporated:
- Electricity bill/water bill/property tax receipt.
- In the case of a rented place, NOC from the landlord.
- The agreement of rent between the landlord and the company.
The name and address on the electricity/water/property tax bill should exactly match the NOC certificate from the landlord and the tenancy agreement. There is no such requirement that the seat is a commercial or industrial property. The registered office cannot also be a vacant lot or a building that is under construction. The seat of the company can also be a residential property.
If the company did not decide on the registered office when applying for registration. The Companies Act 2013 also provides an option for a company to declare a temporary address. The registered office of the company should be notified by filing INC22 within 15 days of the incorporation of the company.
Compliance with regulations for changing office in the same city
The conditions for changing the registered office of a company in the local district of the same town, village, or city are as follows:
- The company will have to hold a board meeting and adopt a board resolution to change the registered office.
- Form INC-22 must be filed with the ROC within fifteen days of the Board’s resolution.
The following documents must be attached to the INC-22 form:
- NOC (No Objection Certificate) from the owner if the office is located on leased/leased land.
- Lease agreement if the office is located on leased/rented land.
- Proof of all utility bills with the office address that are not older than two months.
Compliance for change of office outside the city under the same ROC
The conditions for changing the registered office of a company outside the local limits of the city or municipality where it is located, but under the jurisdiction of the same ROC, are as follows:
- The company needs to organize a meeting of the board of directors and adopt a resolution on convening an extraordinary general meeting (EGM).
- At the General Meeting of Shareholders, the company must approve a special resolution on the change of registered office.
- Form INC-22 and MGT-14 must be filed with the ROC within 30 days of the approval of the special resolution to change the domicile outside the local city limits but within the jurisdiction of the same ROC.
The following documents must be attached to the INC-22 and MGT-14 forms:
- A copy of the special resolution.
- NOC from the property owner if the office is located on rented/leased land.
- Lease agreement if the office is located on rented/leased land.
- Proof of all utility bills with the office address that are not older than two months.
Change of address in the same state but different ROC
In large states, there are two registrars of companies. Sometimes it can happen that when the address of the company changes, the ROC also changes. There is therefore a different procedure for such a change.
Change of address in another state
The procedure for moving registrants from one state to another is a bit different from others. The articles of association of the company change when the address of the registered office changes.
- It is necessary to hold a meeting of the board of directors and agree on convening an extraordinary general meeting.
- A special resolution is to be adopted at the MVH on the change of the address of the registered office and the change of the articles of association. The resolution shall be filed within 30 days with the MCA in MGT14.
- The company must publish an advertisement for the relocation of the office no later than 30 days before the date of submission of the application to the regional director. It should be published at least in vernacular or regional newspapers and English newspapers.
- The company should also send a notice to creditors and bondholders if any, and other regulatory authorities that apply to the company.
- The application for a change of seat must be submitted to the regional director together with the documents mentioned.
- If an objection is received, a hearing will be held with the Central Government and necessary orders will be issued. If no objection is received, the order will be accepted without any discussion.
- The confirmation received from the RD to the ROC must be submitted by the company within 30 days from the date of the order.
- Form INC-22 must be submitted to the ROC with the required documents within 30 days.
The central government should process the request for a change of domicile outside the state within 60 days of the application and before passing the resolution confirm that the change is with the consent of the creditors, the bond owner, etc. of the central government is filed with the registrars of both states. The ROC of the state where the new office will be located must register it and a new certificate of incorporation should be issued.
Rule 27: Notification and Verification of Change of Residence Situation
Notice of change of registered office address and its verification shall be filled in form INC 22 along with the prescribed fees and shall be attached to the above form. The documents and the manner of their verification are given in the terms of sub-section (2) of section 12.
The documents should be attached in the prescribed format to Form INC-22, both for reporting to the registered office at the time of incorporation and also when there are changes in the registered office of the company to verify the registered office of the company. The documents to be verified about the residence are listed below:
- Suppose the registered office is owned by the company itself, then a deed of transfer of property are required in the company.
- If the residence is leased or leased, a rental agreement or rental agreement and rental confirmation is required. Rent documents should not be older than one month.
- If the owner is a director or another person and the premises are not leased by the company, the company is obliged to attach a document authorizing the company to use the place as its headquarters. Then it can act as a “No Objection Certificate” from the owner.
- In all of the above cases, copies of the utility bills listed below should also be attached. The invoice must include the name of the company along with the address used as the registered office of the company. These accounts should not be older than 2 months.
- Mobile account
- Phone bill
- Electricity bill
- Gas bill
- Resolutions such as special resolutions and board resolutions are to be passed.
- A special resolution must be passed at the general meeting if the registered office is changed to a place outside the local list of the city, town, or village where the office is currently located.
- A board resolution must be passed to allow the director to be authorized and then submit Form INC-22.
Once all the forms filed with the MCA are approved, the process for changing the registered office address is complete. The company must update the address in all relevant places. The new address should be changed on PAN, TAN, bank accounts, all other registrations and licenses, and changes in each of the MOA.
Final words
The process of change of domicile is completed once all the forms are filed with the MCA and approved by the MCA. The business must then update its address in all relevant places. It includes TAN, PAN, bank accounts, licenses, and all other registrations as well as revision of each copy of MOA and AOA.
