Change of Registered Office

As businesses grow and expand, there may come a time when they need to change their registered office address. While this may seem like a daunting task, it is actually a simple procedure that must be followed in accordance with the guidelines set by the Ministry of Corporate Affairs. In this blog post, we will take a detailed look at the process of changing the registered office of a company in India, the importance of having a registered office, the types of changes that can be made, and the necessary forms that need to be filed with the ROC. So, if you are a business owner, stay tuned to learn everything you need to know about changing your registered office address in India.

I. Introduction

A. Importance of registered office

The importance of a registered office cannot be overstated when it comes to the functioning and compliance of a company in India. As per the Companies Act 2013, every company must have a registered office within 30 days of incorporation. This is the main office of the company to which all official communications from the government are sent. It also determines the state of incorporation and the Registrar of Companies to which registration must be made. As put by Registration Expert™, “It must be a complete physical postal address in the same jurisdiction where the company is registered.”

Apart from legal compliance, a registered office also serves as the official address for the company and is printed on all official documents. As noted by Corporate Legal Guru, “The registered office of a company is a place to which all official communications pertaining to a Company is sent.” Therefore, it is important to maintain a proper, updated and active registered office at all times. Any change in the registered office must also be notified to the Registrar of Companies within a specified period and the necessary forms must be filed accordingly. Overall, the registered office is a crucial aspect of a company’s operations in India.

B. Need to change registered office

As a company grows and expands its operations, there may arise a need to change its registered office address. This could be on account of a variety of reasons such as the need for better office space, more conducive location, lower rent, or to be closer to major clients or partners. Whatever the reason may be, it is important to ensure that the change of registered office is done in accordance with the law. Failure to do so could result in penalties and legal action by authorities. As per the Companies Act of 2013, a company must notify the Registrar of Companies (ROC) within 15 days of any change in its registered office address. This requires following a proper procedure including the passing of board and special resolutions, filing of requisite forms, and submission of documents such as proofs of the new address and NOC from the owner (in case of rented premises). With the right guidance and assistance, changing the registered office need not be a daunting task and can be completed smoothly and efficiently.

“It is important to ensure that the change of registered office is done within the legal framework as it helps in avoiding any legal penalties or consequences later on.”

II. Compliances for Change of Office Within the Same City

A. Board resolution for changing registered office

One of the key steps in changing the registered office of a company in India is passing a Board Resolution. As per the Companies Act 2013, the consent of the Board of Directors of the Company is required to shift the Registered Office from its current address to a new address. The Board resolution should be in accordance with Section 12 and other applicable provisions of the Act.

The Board Resolution for changing the registered office should specify the effective date of the change and authorize a designated person to sign and file the necessary forms with the Ministry of Corporate Affairs Registrar of Companies. This resolution should also be recorded as minutes and maintained in the company’s records.

According to Corporate Law Reporter, “the consent of the Board of Directors of the Company be and is hereby accorded to shift the Registered Office of the Company from its present address to [insert new address] with effect from [insert date]; Mr./ Ms. [Name and Designation of the authorized person] of the Company be and is hereby authorized to sign and file e-form INC 22 and other documents with the Ministry of Corporate Affairs Registrar of Companies and to do all such acts deeds matters and things and execute such other documents as may be necessary for the purpose of giving effect to this resolution.”

B. Filing of Form INC-22

To change the registered office of a company within the same city, the board must pass a resolution for the same and file Form INC-22 with the Registrar of Companies (ROC) within whose jurisdiction the office is situated. The form must be filed within 15 days of the board resolution, along with scanned copies of proof of the new address, such as a conveyance, lease deed, or rent agreement, along with rent receipts and utility bills not older than two months. The company’s master data must be updated on the MCA portal with the new address. In case the registered office is to be shifted to a new city or town within the same state, Form INC-22 must be filed within 30 days of passing a board resolution for the same. The form must contain a certified true copy of the special resolution, notice of general meeting, minutes of the general meeting, and a list of all companies sharing the current registered office address.

C. Required documents

When a company decides to change its registered office, there are certain required documents that must be submitted to the Registrar of Companies (ROC). These documents include a Board resolution, Form INC-22, and specific evidence based on the situation.

If the change is within the same city, village or town, the company needs to submit a NOC (No Objection Certificate) from the owner, rent or lease agreement, and proof of evidence of any utility bills that are not older than two months. On the other hand, if the change is outside the city but within the same ROC jurisdiction, the company needs to attach a copy of the Special Resolution and NOC from the property owner.

Lastly, if the change of office is outside the city and under different ROC, the required documents include Form MGT-14, Form INC-23 to the Regional Director for approval, and individual notice to each depositor, debenture holder, and creditor of the company, indicating their nature of interest and grounds of opposition if any.

It is essential for a company to ensure that the required documents are filed within the specified time frame to complete the change of registered office process seamlessly.

III. Compliances for Change of Office Outside the City Under the Same ROC

A. Board resolution for calling EGM

Before a company can change its registered office, a Board resolution must be passed to call for an Extraordinary General Meeting (EGM). This meeting will require a special resolution to be passed, which will authorize the shift of the registered office. The board resolution should state the reason for the proposed change, the new registered office address, and the effective date of the shift. The following documents will need to be filed with the Registrar of Companies and the Ministry of Corporate affairs:

– E-form INC-22
– Form MGT-14 (for the special resolution)
– Form INC-23 (for approval from the Regional Director)

The Company Secretary in Practice will need to make the necessary applications and advertisement in INC-26, as well as send notice to creditors and regulatory authorities. It is important to carefully follow all procedures and provide adequate notes and explanatory statements for the proposed change. As Corporate Law Reporter advises, “the consent of the Board of Directors of the Company be and is hereby accorded to shift the Registered Office” and all necessary measures should be taken to ensure compliance with the Companies Act 2013.

B. Passing of Special Resolution

Passing of Special Resolution is one of the crucial steps that must be taken while changing the registered office of a company in India. As per section 13 of the Companies Act, every company must have a registered office within 15 days of its incorporation. This is the principal place of business where all the official communications and notices are sent. In case a company decides to change its registered office, it must pass a Special Resolution under section 117 of the Companies Act, 2013. This resolution requires the approval of a minimum of 75% of the total shareholders of the company in terms of equity share capital present and voting. Additionally, the company must file Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the resolution and attach necessary documents such as a copy of the Notice and Explanatory Statement, the altered Memorandum of Association, and declaration stating that the company has not defaulted in payment of dues to its workmen. It is important to ensure that all these procedures are followed meticulously to avoid any legal or regulatory issues in the future.

C. Filing of Form INC-22 and MGT-14

After passing the special resolution for shifting the registered office of the company outside the local limits of any city, the next step is to file Form MGT-14 and INC-22 with the Registrar of Companies (ROC). Form MGT-14 must be filed within 30 days of passing the special resolution and it contains the certified true copy of the special resolution passed by the shareholders, along with an explanatory statement and a copy of the notice of EGM. As per Section 177 of the Companies Act, this form is essential to be filed within thirty days. However, the SRN of this form needs to be mentioned in Form INC-22.

Form INC-22 should be filed within fifteen days of the meeting in which the approval of shareholders was sought in the General Meeting. It includes the certified true copy of the board resolution passed by the board of directors of the company and the special resolution passed by the shareholders, along with proof of the registered office address, a copy of the utility bill not older than two months and proof that the company is permitted to use the address if the premises is not owned by the company. After obtaining approval from the ROC, the address mentioned on the letterheads, banners, signboards, and other records/papers of the company should be changed accordingly.

D. Required documents

When changing the registered office of a company in India, certain documents are required to be filed with the Ministry of Corporate Affairs. These documents are necessary to ensure a smooth transition and comply with legal requirements. The required documents vary depending on the type of change being made, whether within the same city or town, or to a different location. For changing the registered office within the same area of city or town or village, the following documents are required:

– Board resolution
– Form INC-22
– Utility bill for business address proof
– NOC from the owner
– Rental agreement (if the place is rented)

If the change of the registered office address is outside the limits of the city or town or village, a special resolution needs to be passed by the company. The documents required for this type of change include:

– Board resolution
– Special Resolution
– Form MGT-14
– Form INC-23 (to be filed with Regional Director for approval)
– Required notices and documents

It is essential to ensure all the necessary documents are in order and filed within the required timeframe to avoid any legal complications. As per the Companies Act 2013, failure to notify the ROC within 15 days of a change in the registered office address may lead to penalties. Hence, it is advisable to seek professional guidance when making any changes to the registered office address of a company.

IV. Compliances for Change of Office Outside the City but Under Different ROC

A. Board resolution for calling EGM

In order to change the registered office of a company within local limits pursuant to the provisions of Section 12 and other applicable provisions of the Companies Act 2013, a board resolution must be passed. The resolution should authorize an authorized person to sign and file e-form INC 22 and other documents with the Ministry of Corporate Affairs Registrar of Companies.

According to Corporate Law Reporter, “the consent of the Board of Directors of the Company be and is hereby accorded to shift the Registered Office of the Company from its present address to the new address with effect from [●].” The resolution should also mention the name and designation of the authorized person. Additionally, a notice of an Extraordinary General Meeting (EGM) must be sent to all members of the company so that they can be present when the special resolution is passed.

The notice ought to include the reason behind the proposed change of registered office and must be delivered at least 21 days before the meeting. The notice must also specify the date, time, and location of the meeting. To enable the necessary changes in a smooth and hassle-free manner, it is crucial to follow all the necessary legal formalities, ensuring the utmost compliance with all legal formalities and required documents.

B. Passing of Special Resolution

Passing of Special Resolution is an essential step in changing the registered office of a company in India. According to Section 13 of the Companies Act, 2013, a special resolution passed by the shareholders is mandatory for shifting the registered office of a company. The resolution needs to comply with the rules and regulations laid out by the Ministry of Corporate Affairs.

The Special Resolution must be passed during an Extra-Ordinary General Meeting (EGM) of the company’s shareholders. The board of directors should draft the notice of the meeting along with an explanatory statement, which should include all the relevant clauses related to the change of the registered office.

Once the Special Resolution is passed, the directors must authorize the designated personnel to file the necessary forms (INC-22/MGT-14), along with the altered copy of the Memorandum of Association and other required documents, with the Registrar of Companies (ROC) within 30 days of passing the resolution.

The passing of a Special Resolution for changing the registered office is a crucial process that requires compliance with legal requirements. Thus, it is advisable to seek professional advice and guidance to ensure a smooth and hassle-free process.

C. Filing of Form MGT-14

When a company decides to change its registered office outside the local limits of the city or town under the jurisdiction of the same ROC, it needs to pass a Special Resolution for changing the registered office. The Board of Directors needs to conduct a Board meeting for calling the EGM. After the Special Resolution is passed, the company needs to file Form MGT-14 with the Registrar of Companies (ROC) within 30 days. According to Section 177 of the Act, this form is required to be filed within 30 days. However, the SRN of this form is required to be mentioned in Form INC-22 which should be filed by the company within 15 days from the date of passing the Special Resolution. The following documents need to be filed with the ROC in Form MGT-14: certified true copy of the special resolution, explanatory statement, and a copy of the notice of the EGM. The compliance process may seem confusing, but with the right assistance, the company can successfully change its registered office complying with all the necessary legal requirements.

D. Filing of Form INC-23 to Regional Director for approval

To initiate the change of registered office, Form INC-23 needs to be filed with the Regional Director for approval. It is necessary to publish a notice in a daily newspaper published in English and the principal language of that district wherein the registered office is situated before filing the application. This notice must also be served to every debenture holder, depositor, and creditor to notify them about the application. An individual notice must be served, indicating the reasons for the application, and anyone whose interest may be affected can state their opposition to the Regional Director within 21 days of the notice’s publication. Failure to do so will result in the person deemed to have given their consent to the change of registered office. Additionally, there are documents to be submitted along with the application, such as a copy of the memorandum and articles of association, a notice convening the general meeting, among others. Furthermore, the application must be accompanied by a fee, payment document and affidavits verifying the application and the list of creditors and debenture holders. The Regional Director will confirm the change only after being satisfied with the company’s compliance with all regulations concerning the change of the registered office.

E. Required notices and documents

In Case-III of change of registered office, the company needs to adhere to a set of additional compliances and file Form INC-23 to the Regional Director for approval. Before filing the application, the company should publish a notice of change of office in a daily English newspaper and in the principal language newspaper of that district where the company’s registered office is situated. The notice should also be served individually to each depositor, debenture holder, and creditor of the company.

“If their interest is likely to be affected by the proposed alteration in the MOA, they can intimate their nature of interest and grounds of opposition to the Regional Director,” states the Compliance Guide. However, they must intimate their opposition to the Regional Director within 21 days of the publication date of the notice. In addition to the notice, the company must attach the necessary documents such as a copy of Special Resolution, NOC from the property owner if the office is situated in leased/rented land, and other required documents while filing Form INC-23 to the Regional Director for approval.

V. Conclusion

A. Summary of compliances for change of registered office

Changing the registered office of a company entails several legalities that need to be followed. The compliances from the Companies Act 2013 and the Companies (Incorporation) Rules 2014 for changing the registered office vary depending on the location of the new office. For changes in the registered office within the same city limits of the company’s existing office, a board resolution passed in a board meeting and the filing of Form INC-22 needs to be done. If the new office is under a different ROC but within the state, a board meeting needs to be called, a Special Resolution passed along with filing Forms MGT-14 and INC-23 to the ROC and the Regional Director, respectively. The entire process of change of registered office is simplified with Meerad, that is already partnered with over 100+ companies and is known for quick assistance, customization, cost-effectiveness and transparency, with clients praising their expert advisory role and timeliness.