Change Your Registered Office Address!!
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Why should I Use Easebis for Registered Office Change
With Easebis you can add a new director to your company in 3 simple steps –
1. Book a slot with our compliance experts
2. Provide all the required information
3. Get your company compliances done
Change in Registered Office Address - An Overview
Section 12 of the Companies Act of 2013 states that all businesses, including LLPs, must have a registered office at the time or within 30 days of registration. The primary place of business for a corporation or LLP is its registered office address. The Ministry of Corporate Affairs (MCA) sends formal letters to that location. Therefore, the RoC or MCA must be notified of any change in registered office’s address.
A business may have several locations, including a corporate office, a branch office, an administrative office, and much more. However, the MCA should only be informed of the registered office address. There is no requirement to notify the RoC or MCA about the formation or modification of the address of the company’s additional offices.
Types of Change in Registered Office
Under different circumstances, an organisation can decide to change its functioning address. However, in this situation, it is mandatory to follow a proper procedure. The overall procedure to alter a company’s official address is clearly described by the Ministry of Corporate Affairs (MCA). It is crucial to follow the same procedure to avoid any penalties. Address changes are broadly classified into four different types. The process for each type varies optimally.
Changing the registered office within the same city
Initially arrange a company board meeting and pass the resolution file Form INC-22 with the MCA within 30 days of passing the resolution provides business address proof and NOC from the owner.
Changing in registered office address in a different ROC in the same state
In this scenario the company should apply for approval with the regional director through Form INC-23. After passing the change resolution it has to be filed with the ROC within 60 days. Change in address will be initiated within the next 30 days of filing the application.
Change of address in the same state in different ROC
Bigger states like Tamil Nadu and Maharashtra have different ROCs. There is a completely different procedure in this case.
Changing company address directly to another state
In this scenario, the MOA of the company completely changes.
- Initially, a board meeting has to be initiated and the resolution should be passed
- All the resolution regarding the change in address of the registered office has to be finalized in the MOA
- Subsequently MGT-14 has to be filed with the MCA in the next 30 days
- An advertisement should be published regarding the office change in both vernacular and English language within 30 days before the date of application
- Notice to all creditors and other partners should be passed down
- The regional director should be intimated regarding the registered office change with the documents
- In case of an objection a central government hearing is provided
- All the necessary orders will be passed
- After getting confirmation from the regional director the ROC will update the address within 30 days from the date of the order
- Form INC-22 has to be filled with the ROC along with the mandatory documents.
Compliances for Change in Registered Office of a Company
Under the Same ROC
Compliances are relatively simple if the Company relocates its Registered Office within the jurisdiction of the same Registrar of Companies.
a) Change in a Company’s Registered Office Within the Same City
Compliances for changing a company’s registered office within the same city, village, or town are as follows:-
- For a change of Registered Office, the company must pass a Board Resolution
- Within 15 days of the Board Resolution, Form INC-22 should be submitted to ROC.
B) Change in a Company’s Registered Office Outside the City
Compliances for a change in registered office of a company outside of a city or town where it still falls under the jurisdiction of the same ROC are as follows:
- The Board of Directors must convene and vote on a resolution to call the Extraordinary General Meeting
- The company’s shareholders must pass a special resolution to change the Registered Office of the company
- The forms INC-22 and MGT-14 must be submitted to ROC within 30 days of the special resolution being passed.
Under Different ROC
When a company moves its registered office from one ROC’s jurisdiction to another, the procedure becomes a little more complex. Let us go over the procedure:
Change of Registered Address Within the Same State
Compliances for changing a company’s registered office outside of city limits but under the jurisdiction of another ROC within the same state are as follows:
Passing Resolution
The Board of Directors should adopt a resolution calling for an EGM | At the EGM, the company must pass a special resolution | Within 30 days of the resolution’s passage, the special resolution will be submitted to ROC along with MGT-14.
Application to Regional Director
- At least one month before applying for Regional Director, the company should publish a public notice in the newspaper about the change of registered office
- All debenture holders, creditors, and depositors should be individually notified by the company. So that if their rights are violated, they can notify the Regional Director. This notification should be made within 21 days of receiving the notice
- Following the publication of the notice, the company may apply to the Regional Director using form INC-23.
Filings at the ROC
- If the Regional Director is satisfied, he will issue confirmation within 30 days of the application’s receipt
- Within 60 days, the Company must file such confirmation with ROC
- Within 30 days, ROC will also issue a confirmation for the change of office
- The order from the ROC will serve as confirmation that all of the provisions of the act have been followed.
Change of Registered Office Out of State
Compliances for changing a company’s registered office from one state to another are as follows:
Passing Resolution
The Board of Directors should adopt a resolution calling an EGM | For the change of registered office and modification of the Memorandum of Association, the company must pass a special resolution at the EGM | Within 30 days of the resolution’s passage, the special resolution will be submitted to ROC along with MGT-14.
Application to Regional Director
At least one month before applying for Regional Director, the company should publish a public notice in the newspaper about the change of registered office | All debenture holders, creditors, and depositors should be individually notified by the company. So that if their rights are violated, they can notify the Regional Director. This information should be provided within 21 days of receiving notice | The company can submit an application to the Regional Director using form INC-23 | If the Central Government is satisfied, it will issue confirmation within 60 days of the application’s receipt.
Filings at the ROC
- Within 60 days, the company should file confirmation from the Regional Director with ROC using form INC-22
- The Central Government’s approval should be filed with the ROCs of both states using form INC-28
- The ROC will also send a confirmation of the change of office. The order from the ROC will serve as confirmation that all of the provisions of the act have been followed.
Why is the Registered Office Address Important?
The registered office address is important for a company or business entity as it serves as the official address of the company where all the official communications and legal notices are sent by the government authorities, regulatory bodies, and other stakeholders. It is also the address where the company keeps its statutory records, such as books of accounts, registers, and other important documents. Moreover, the registered office address is used for the purpose of determining the jurisdiction of the company and for the service of legal process. Thus, having a valid and updated registered office address is crucial for the smooth functioning and compliance of a company.
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Frequently Asked Questions (FAQs)
There are several reasons why a company may need to change its registered office address, including relocation to a new premises, better business opportunities in a different location, or strategic reasons such as tax benefits or proximity to clients or suppliers.
Any company or organization that needs to change its registered office address can avail of the service. This includes both private and public companies, as well as limited liability partnerships (LLPs) and other legal entities.
The legal requirements for changing a registered office address may vary depending on the jurisdiction and the type of company or entity. Generally, it involves filing the necessary forms and documents with the appropriate government authorities and updating the company’s records.
The procedure for changing a registered office address typically involves obtaining board or shareholder approval, preparing the necessary documents, filing the required forms with the relevant authorities, and updating the company’s records and publications as per the legal requirements.
The timelines or due dates for changing a registered office address may vary depending on the jurisdiction and the specific legal requirements. It is advisable to consult with professionals or legal experts who can guide you through the process and ensure compliance with the applicable deadlines.
Yes, it is possible to change your registered office address to a different city or state within the same country. However, it may involve additional procedural requirements and compliance with the laws and regulations of the new jurisdiction.
Yes, it is important to inform your clients, suppliers, and other stakeholders about the change of registered office address to ensure a smooth transition and uninterrupted business operations. This can be done through official correspondence, website updates, and any other appropriate communication channels.
Changing the registered office address may not necessarily affect your existing contracts or legal agreements. However, it is important to review the terms and conditions of your agreements to ensure compliance with any provisions related to changes in the registered office address. In some cases, it may be necessary to seek legal advice or obtain consent from the other parties involved.
Reverting to the old registered office address after changing it is possible in some cases, but it may involve additional legal procedures and compliance requirements. It is advisable to consult with legal professionals to understand the implications and requirements of reverting to the old address, if necessary.
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