A registered office of a company is a place where the office of the company is officially situated. It is the address of the registered office of a company where a company receives all its business-related communications by mail.
At times, there feels a need to change the registered office of a company. Under such a case, the company would have to follow the compliances of the Ministry of Corporate Affairs.
Here are what compliances need to be followed when the registered office of a company has to be changed:
Within The Same City
When the registered office has to be changed within the same city, there are not many compliances to be followed. All that is required is:
- Pass a board resolution in a board meeting for a change of registered office. This is to ensure that majority of the members of the company agree to the change.
- Form INC-22 has to be filed with the Ministry of Corporate Affairs within 30 days of passing the board resolution.
- Form INC-22 has to be accompanied with supporting documents like NOC from the owner, rent agreement (if the place was rented), and address proof like utility bills.
Within The Same State And ROC
When the registered office is shifted within the same state but outside the local limits of the previous city, also if it still falls under the same Registrar of Companies, the compliance to be followed includes:
- A resolution for calling Extraordinary General Meeting (EGM) has to be passed in the board meeting
- Also, a special resolution has to be passed in the EGM for change of registered office
- Forms INC -22 and MGT-14 has to be filed with MCA within 30 days of passing the above resolution.
- The supporting documents with the other forms should include a copy of the special resolution, NOC from the owner, rent agreement (if the place is rented), and utility bills as address proof
Within The Same State But Different ROC
When the change is made within the same state but under different Registrar of Companies, the case gets a bit complicated. The procedure to be followed includes:
- A resolution for calling EGM has to be passed in the board meeting
- The director or the company secretary of the company is authorized to send in Form INC 23 to the Regional Director along with other compliances in the same board meeting
- Special resolution has to be passed in the EGM
- Form MGT-14 along with notice of the EGM and certified true copy of the special resolution has to be filed within 30 days of passing the special resolution
- Form INC-23 along with an application and prescribed fee to be filed with the Regional Director along with the following supporting documents:
- Board resolution
- Special Resolution
- A declaration stating that no default has been made in paying dues to their workmen and has creditors consent for a change in the office location ( or necessary provisions has been made). This declaration is authorized by the Board to any of the two directors of the company or the key managerial personnel of the company.
- An acknowledged copy of intimation to be sent to Chief Secretary of the State stating that the change in place of the registered office is in the best interest of the employees and won’t affect the workings of the company
- Confirmation order for shifting to be received by the Regional Director. The same should be filed in Form INC-28 with ROC along with the prescribed fee within 60 days of receiving the confirmation.
- The same confirmation order’s receipt has to be notified to the Registrar via form INC-22 with prescribed fees within 30 days.
- Once approved, the new registered address of the company has to be printed on all the letterheads, billheads, notices etc.
To The Other State
When changing a registered office of the company from one state to another, here are the procedures to be followed:
1. Call for a Board meeting
2. In the board meeting
- Alter the MOA
- Pass a resolution for calling EGM
- Form INC-23 to be moved to the Regional Director by any of the two directors or by the Company Secretary of the company
3. Special resolution to be passed for changing the registered office and altering the MOA for the same reason in the EGM
4. Form MGT-14 to be passed within 30 days of passing special resolution along with the notice of the EGM and a certified copy of the special resolution passed.
5. Now, also file an application with form INC-23. After 30 days of filing form INC-23, the company should:
- Get the information of changed registered office published in the newspaper of local language of the state it is shifted to and in the English newspaper.
- Send notice to debenture holders and creditors of the changed registered office via registered mail
- E Form INC-23 along with an application and prescribed fee to be filed with the Regional Director along with the following supporting documents.
- The same should also be forwarded to the Registrar and the Chief Secretary of the State government or Union territory where the new office is situated.
After this, the hearing will be held by the Central Government of the state if any objection is received whereby an affidavit has to be submitted to record the consensus.
