This document provides a structured overview of the processes and requirements for changing a company's registered office in India. It addresses various scenarios such as within the same city, across different Registrar of Companies (ROC) jurisdictions within a state, and from one state to another, in compliance with the Companies Act, 2013.
Introduction
The registered office of a company is its official address, registered with the Ministry of Corporate Affairs (MCA). It is the primary location for all official communications. While companies may have multiple offices or branches, the registered office holds legal significance and is central to determining the company’s domicile and jurisdiction under the ROC.
Importance of the Registered Office Address
- Legal Compliance: It is mandatory for the declaration of the registered office at the time of company incorporation, requiring specific documentation.
- Communication: Serves as the primary address for receiving official communications and notices from MCA and other regulatory bodies.
- Jurisdiction: Determines the jurisdiction of the ROC for regulatory filings and compliance.
Required Documents for Declaring the Registered Office
- Proof of Address (Electricity Bill/Water Bill/Property Tax Receipt)
- No Objection Certificate (NOC) from the landlord if the premises are rented
- Rent/Lease Agreement between the landlord and the company
Scenarios for Changing the Registered Office Address
1. Within the Same City
- Procedure: Board resolution followed by filing Form INC-22 with MCA within 30 days.
- Documentation: Utility bill, NOC from the owner, rental agreement (if applicable).
2. Within the Same State (Different ROC Jurisdiction)
- Procedure: Requires Regional Director's approval via Form INC-23, followed by confirmation with the ROC within 60 days.
- Specific for Large States: States like Maharashtra and Tamil Nadu, where changing the address may involve changing ROC jurisdiction, follow this procedure.
3. From One State to Another
Procedure:
- Board resolution to hold an EGM.
- Pass a special resolution in EGM for address change and MOA alteration, filed in MGT-14 within 30 days.
- Advertise the proposed change in newspapers.
- Notify creditors, debenture holders, and other regulatory bodies.
- Apply to the Regional Director with specified documents.
- Upon no objection or after a hearing, if required, receive the order and file with the ROCs of both states.
- File form INC-22 with the new ROC along with required documents within 30 days.
Central Government's Role: Must dispose of the application within 60 days, ensuring consent from creditors and other stakeholders. The approval from the central government and both ROCs leads to a new certificate of incorporation.
Documentation and Verification
For verifying the registered office during incorporation or any subsequent change, the following documents are required, attached to Form INC-22:
- Ownership Proof: Conveyance deed if owned; Lease deed, rent agreement, and recent rent receipts if leased or rented.
- NOC: From the owner if the premises are not leased by the company.
- Utility Bills: Should not be older than two months and must include the company's name and address.
Procedure at a Glance: Table Overview
| Scenario | Steps | Documentation | Timeline |
|---|---|---|---|
| Within the same city | Board Resolution, File INC-22 | Utility Bill, NOC, Rental Agreement | Within 30 days of resolution |
| Different ROC within state | Apply via Form INC-23, File with ROC | As above, plus RD application specifics | RD application within 60 days of special resolution, then file with ROC |
| From one state to another | Board Resolution, EGM, Special Resolution, Advertisements, Application to RD, File with ROCs, File INC-22 | All of the above, plus advertisements, creditor notifications | Varies; central government to dispose of application within 60 days |
Conclusion
Changing the registered office of a company, whether within the same city, across different ROC jurisdictions within a state, or from one state to another, requires meticulous planning and adherence to legal procedures. The process involves not just internal decision-making but also external notifications, advertisements, and sometimes, obtaining consent from creditors and other stakeholders. By following the outlined steps and ensuring all required documents are accurately prepared and submitted, companies can successfully navigate the complexities of changing their registered office in India.
