Any company that is which is registered pursuant to the Companies Act, 2013 is required to maintain an Registered office–a physical location from which all official notifications and announcements from the government are sent. However, as companies grow and expand their operations, or look to expand into potential markets might become necessary to change in registered office of company adress.
Moving a company’s registered office is a formal procedure which must conform to the legal regulations set forth in the Ministry of Corporate Affairs (MCA) in India. No matter if you’re a new company or a well-established company knowing the process is crucial for a smooth change.
Types of Changes in Registered Office
The changes in the registered office could be divided into four categories that each have their distinct procedure.
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In the same town, city or village
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A city from the next in the state, and ROC area of jurisdiction
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A from one ROC area to another within that same State
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from one place to the next
Let’s take a look at each one of these scenarios more in depth.
1. Change Within the Same City, Town, or Village
This is the most straightforward type of change, and requires only minimal documentation. The procedure includes:
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Conducting a Board meeting to adopt an address resolution change.
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Filling out Inc-22 Form for the Registrar of Companies (ROC) within 30 days of the change.
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Attaching documents, such as the lease agreement, ownership proof, utility bills and so on that are not older than 2 months.
2. Change from one City to another within the same State (Same ROC)
This is a little more complicated:
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The Board Resolution and A shareholder’s special resolution (via EGM) are necessary.
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The company has to submit the form MGT-14 to obtain the special resolution, and INC-22 to change the resolution.
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The proper documentation such as NOC from the owner of the property as well as utility bills and resolutions from board meetings are essential.
3. Change from one ROC to another in the Same State
This is the case in states such as Maharashtra or Tamil Nadu that have more than one ROC.
The steps involved are:
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The Special resolution must be passed in the hands of shareholders.
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Complete Formula MGT-14 and then Form INC-23 for the Regional Director to submit your application.
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After approval has been granted After approval, you must after approval is granted, the Form INC-28 and Form INC-22 to complete the update.
4. Changes from one state to another
This is the most complicated and time-consuming procedure, since it requires alteration to the Memorandum of Association (MOA) and needs Central Government approval.
Here are the steps in detail:
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Board Meeting to vote on the shift and then call An Extra-Ordinary General Meeting (EGM).
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Special Resolution in EGM to amend the MOA and to approve the change.
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File MGT-14 Form with an official version of your resolution.
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Send an application on Formula INC-23 to the Regional Director (RD), Ministry of Corporate Affairs.
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Post notices in newspapers in both the original and new states.
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Distribute notices to creditors and get their permission (if appropriate).
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After RD approval, file Form INC-28.
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Then, you must File the form INC-22 with a proof that the office has changed.
Documents Required for Change in Registered Office of Company
Here are the most commonly needed documents, but the details can differ depending on the kind of modification:
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Board resolutions and/or shareholders’ resolution
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Copies of bills from utilities (not longer than 2 months)
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NoC from the owner (if the premises are let)
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Evidence of Registered Office (Rent contract/Lease deed)
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Alternate MOA (in case of interstate changes)
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Newspaper copies of the publication (if appropriate)
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Affidavits, declarations and affidavits
Timeline and Compliance
The process to complete an office change can vary:
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Same city: 1-3 working days
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Same state but different city: 5-7 working days
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A different ROC (or interstate 30- 60 days, based on approvals
Failure to meet deadlines or not complying with the rules can result in penalties. The reason why a majority of businesses opt to employ professionals for effective execution.
How a Professional Firm Can Help
The process of changing your registered office might appear simple, but it can turn complicated due to legal requirements along with document preparation and numerous filings. This is why choosing the best CA firm could make a huge difference.
A chartered accountant, or company secretary can help in:
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The preparation of resolutions and forms
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Controlling ROC filings
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Ensure compliance with the law
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The draft of the amended MOA as well as other legal documents
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Representing the Director Regional (if needed)
If your business is in the process of Company Registration as well as expansions, now is the perfect time to talk with your Best CA Firm to ensure that your registered office is aligned with your company’s business plan.
Why Companies Change Their Registered Office
There are a variety of reasons for a business to decide to relocate its registered address:
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Expansion of the area
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Relocation to a commercial zone
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The opening of a branch within a new town or even a different state
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Acquisitions and mergers
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Tax and regulatory benefits that are state-wise
No matter the cause, what’s crucial is to follow the legal procedure to avoid any problems.
Final Thoughts
The change of the registered office for an organization is not just moving the office physically, it’s an administrative change that needs to be recorded and documented. When you’re moving within a city or moving to a new location and ensuring that you comply in accordance with Companies Act is crucial to ensure business continuity.
If you are a business that is that are undergoing change in registered office of company or operating, it is advisable to partner with the top CA firm to ensure that the office update is completed smoothly professional, efficiently, and in a timely manner.
Keep your business on track, remain professional and allow your business to grow without interruptions from regulatory requirements!
