Outlining The Procdures In Registered Office Change

Change in Registered office

Registered office of a company as its name suggests is an address which is mentioned as registered office address of the company concernedin records of registrar of company.

Besides the significance of registered office of a company is;

  1. It is used as an address where all notices, and communications can be served.
  2. It is construed as place where principal business activity is being carried out.
  3. It’s a place where key management team is dedicated.
  4. It is a place where Board of Directors meeting is ordinarily held and key managerial decisions are taken out.
  5. It is the place where books of accounts are kept. Also other important statutory as well as non-statutory records both are kept at registered office address itself to the extent possible.

Registered office is also sometimes termed as head office or principal or main office address of the company for all the stakeholders concerned

In addition to registered office, company may have corporate office and branch office etc.whichever is needed for expansion of company’s business, but there is no need to intimate ROC about details of all the offices except registered office.

However it is mandatory to intimate ROC about registered office address either at the time of incorporation or within 30 day of incorporation if there is no permanent registered office at the time of incorporation.

Similarly if there is any change in registered office address then within 30 days of such change ROC should be intimated.

Change in registered office address:

  • From one place to another place within local limits of the same city or town.
  • Place outside local limits but within the same state under the jurisdiction of the same ROC.
  • Change in office from the jurisdiction of one registrar to another registrar within same state.
  • One state to another state in India.

 

Need for change Registered office address

  • Geographical Constraints: the current location where the registered office is situated can no longer be used due to one or more reasons like Government pronouncements, economy of scale factors, resources availability, incentives from governments etc.
  • Management Changes: Major change took place in Management of the Company and hence it is decided to change the registered office of the company.
  • Address Change: There is a change in principal place of business of the company due to shift of office premises etc.
  • Ownership Change:Company is acquired by another company and hence there is a need to shift its registered office.

Procedure for change of registered office in different stages

  • Change in registered office within local limits of same city and town:

If change in registered office address is within same city or town then itis mandatory to intimate ROC for such change within 30 days in form INC-22 along with mandatory attachments such as:

  1. Board Resolution
  2. Proof of registered office address i.e. title deed as ownership proof or Rent /Lease agreement as authority to use the premises. The Title deed or rent agreement should be accompanied along with any utility bill.(Utility bill should not be older than 2 months.)
  3. NOC from the owner of the premise along with ownership proof (in case if premise is not owned by company)

Step1: A Board Resolution will be passes in Board meeting held for approval of change in registered office address.

Step 2: Once the board resolution passed and approval is granted by the board then form Inc-22 will be filed to intimate ROC within 30 days of event, along with mandatory attachments.

  • Outside local limits but within the same state under the jurisdiction of the same ROC.

If change in registered office is outside the local limits but within same state and that too under the jurisdiction of same ROC, then following steps will be undertaken:

Step1: A Board meeting will be held wherein approval for change in registered office address will be accorded through Board Resolution.

Step 2: A General meeting of members will be held wherein a Special resolution need to be passed to approve the recommendation of board for shift of registered office address.

Step 3: filing of form Inc-22 as well as MGT-14 within in 30 days from the date of passing special resolution along with requisite attachments.

  • Change in office from the jurisdiction of one registrar to another registrar within same state:

If change in registered office isfrom the jurisdiction of one registrar to another registrar within same state, then following steps will be performed:

Step1: A Board meeting will be held where in board resolution for change in registered office from the jurisdiction of one registrar to another registrar within same state will be accorded by the board.

Step2: A General meeting will be held wherein special resolution will be passed to accord the board recommendation of registered office change. Accordingly form MGT-14 will be filled within 30 days from the date of special resolution passed in this behalf.

Step 3: Alteration of memorandum of association of the company for incorporation of proposed changes.

Step4: Application for Approval in form Inc-23 will be made to the regional director for shift of registered office from one Roc to another within same state along with declarations from management as prescribed and other mandatory attachments.

Step 5: Receipt of confirmation from Regional Director for such proposed change

Step 6: File form Inc-28 for intimation of confirmation & INC -22 for intimation of registered office change with registrar of company.

  • Change in office from the jurisdiction of one registrar to another registrar within one state to another state:

Step1: A Board meeting will be held wherein board resolution for change in registered office from the jurisdiction of one registrar to another registrar within same state will be accorded by the board.

Step2: A General meeting will be held wherein special resolution will be passed to accord the board recommendation of registered office change. Accordingly form MGT-14 will be filled within 30 days from the date of special resolution passed in this behalf.

Step 3: Alteration of memorandum of association of the company for incorporation of proposed changes.

Step 4: Publish an advertisement in the Form No-inc-26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper (With wide circulation) in the state in which registered office is situated.

Step 5: Application for Approval in form Inc-23 will be made to the Central Government for shift of registered office from one Roc to another and that too outside the state along with

  • List of creditors and debenture holders
  • Copy of Advertisement
  • Copy of service of notice to chief secretary of state (wherein company is situated at the time of making application) as well as existing ROC
  • Copy of notices served to Debenture holders and creditors of the company and objections received from them (if any)&
  • Other declarations from management as prescribed and other mandatory attachments as well.

Step 6: Receipt of confirmation from Regional Director for such proposed change

Step 7: File form Inc-28 for intimation of confirmation & INC -22 for intimation of registered office change with registrar of company of both state.

Summarized procedure and documents required in change in registered office

ChangeDocuments/AttachmentsMCA E- Forms
From one place to another place within local limits of the same city or townBoard Resolution, proof of registered office address, NOC from owner of registered office.INC -22 within 30 days with Board resolution.
Outside local limits but within the same state under the jurisdiction of the same ROC.Board Resolution and Special Resolution, proof of registered office address, NOC from owner of registered office.MGT – 14 within 30 days ofSpecial Resolution And INC – 22 within 30 days of Special Resolution.
Change in office from the jurisdiction of one registrar to another registrar within same state.Board Resolution, Special Resolution and proof of registered office address, NOC from owner of registered office, Altered MOA, Management declaration as prescribed,MGT – 14 within 30 days ofSpecial Resolution, INC-23 INC – 28within 30 days from the date of order of Regional Director and INC – 22 within 30 days from the date of order of Regional Director.
From one state to anotherBoard Resolution, Special Resolution and proof of registered office address, NOC from owner of registered office, Altered MOA, Management declaration as prescribed, and copy of advisementMGT – 14 within 30 days of Special Resolution,INC-23, INC – 28 within 30 days from the date of receipt of order of Regional Director Then file INC – 22 within 30 days from the date of order of Regional Director