Though Incorporation of a Company requires several steps the after company incorporation involves office address registration which must be done within 15 days after following the company registration. However, if there is any change in the registered office of a company during the course of its business, the changes must be registered to the Registrar of the company. Here in this article, we will see the process that is followed for the registration of any change in Private Limited Company address.
What are the reasons for the change in Registered Office Address?
There are several reasons for the change in the office address of a company. Here are some reasons listed below:
- It might be the lease of your existing registered office is about to expire and you are planning to take another office space at lease.
- May be your company is expanding at a faster pace and the infrastructure or the office space of the current registered office is not adequate.
- There might be planning of the company’s head officials to explore new markets for Business growth and hence they require establishing the registered office in that new area of operation.
- Another company might be acquiring your company.
Different procedures are followed for the change in Registered Office Address which varies depending on the location. There are four scenarios under which the Office Address has been categorized:
What are the types of Registered Office Address Change?
- Change in the Registered Office of a Private Limited Company within the same state.
- Change in the Registered Office of a Private Limited Company within the same state but outside the existing city, town or village within the same Registrar of Companies (ROC).
- Change in the Registered Office of a Company within the same state but from one Registrar of Companies (ROC) to another Registrar of Companies (ROC).
- Change in the Registered Office of a Private Limited Company from one state to another state or from the jurisdiction of one ROC to another.
As per the Companies Act, 2013 certain compliances are required for registering any change in the registered office address of the company.
What is the Procedure for the Change in Office Address?
Here, we will see in detail the step by step procedure regarding the change of Registered Office Address as mentioned in the Companies Act, 2013[1]:
Change in the Registered Office of a Private Limited Company within the same state:
When there is any change in the registered Office of a Private Limited Company from one place to another place within the same state, the following procedures need to be followed:
- A Board meeting is called and a resolution is passed for the same.
- Form INC-22 is filed with the ROC within 15 days from the date of passing the resolution.
Checklist of Documents that need to be attached to Form INC- 22
- Copy of the Registered Office Address (Conveyance/Lease deed/ Rent Agreement).
- Copy of the Utility Bills (not older than 2 months).
- NOC from the owner for the use of Premises.
Change in the Registered Office of a Private Limited Company
- Within the same state but outside the existing city, town or village
When there is a change in the Registered Office of a Private Limited Company within the same state but outside the existing city, town or village, it requires to follow certain procedures as prescribed the Act:
- A Board meeting is held and the day, date, time and venue of the Extra Ordinary General meeting is fixed.
- An Extra-Ordinary General meeting of the company is held in which the resolution is being passed.
- Form MGT-14 is filed with the Registrar of Companies (ROC) within 30 days from the date of passing of the resolution.
Documents Required:
Form MGT-14
- Certified True Copy of the special resolution.
- Form INC-22 is filed with the Registrar of Companies (ROC) within 15 days of passing the resolution.
Form INC-22
- Copy of the Registered Office Address (Conveyance/Lease deed/ Rent Agreement).
- Copy of the Utility Bills (not older than 2 months).
- NOC from the owner for the use of Premises.
- Special Resolution.
2. from one state to another state or from the jurisdiction of one ROC to another state:
When there is a change in the registered office address of a private limited company from one ROC to another but within the same state then the following procedure needs to be followed as per the Companies Act, 2013.
- A Board meeting is held and the day, date, time and venue of the Extraordinary meeting is held.
- The Extra Ordinary General Meeting is convened and a special resolution is passed for the alteration of MOA (Memorandum Of Association) and shifting of the Registered Office.
- Advertisement about the change in the Registered Office – An Advertisement is being published both in English Newspaper and another in Vernacular Newspaper where the registered office of the company is situated.
- Form MGT-14 is filed with the ROC of the companies within 30 days from the date of passing the resolution.
- A certified true copy of the Resolution that is passed in the Extra Ordinary General Meeting.
The Company will make the application to the Regional Director after the expiry of 30 days of publishing a newspaper advertisement and after this, INC-23 is filed.
Application to Regional Director in Form INC-23
- A Notice is published at least once in a daily newspaper (English and in the Principal Language) of that District in which the registered office is located.
- Individual Notice on each Debenture holder, depositor, a creditor of the company is sending indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration in MOA (Memorandum of Association).
If no Objection is received by the Regional Director within 21 days it will be considered for the shifting of the registered office.
Documents Required:
- Certified True Copy of the Notice of EGM( Extra-Ordinary General Meeting).
- Certified True Copy of the resolution passed at EGM.
- Minutes of EGM
- Copy of Newspaper Advertisement.
- Copy of Altered MOA.
- An Affidavit verifying the application.
- List of creditors and Debenture holders entitled to the objections.
- Declaration from the Key Managerial Personnel
- Declaration from any two Directors that the company has not defaulted in payments of due to its workmen.
Any confirmation by the Regional Director shall be communicated within 30 days from the date of the receipt of the applications by the Regional Director to the Company.
After this, INC-22 is filed with the Registrar of Companies within 15 days of the order of the Regional Director. Following Documents needs to be attached –
- Copy of the Registered Office Address (Conveyance/Lease deed/ Rent Agreement).
- Copy of the Utility Bills (not older than 2 months).
- NOC from the owner for the use of Premises.
3. From one state to another state or from the jurisdiction of one ROC to another.
When there is a change in the registered office from one state to another state or from the jurisdiction of one ROC to another, then the following procedure is being followed:
- A Board meeting is held and the date, day, time and venue are fixed for holding the EGM.
- The Extra Ordinary General Meeting is convened and the special resolution is passed.
- A notice is published in the newspaper.
- Form MGT-14 is filed within 30 days from the date of passing of the special resolution.
Documents:
- A copy of the special resolution.
- Alteration of MOA.
- Alteration of AOA.
Following procedures are being followed:
- A Notice is being published in the daily newspaper ( in English or any other principal language) of that district in which the Registered Office of the Company is situated.
- Individual Notice on each Debenture holder, depositor, a creditor of the company is sending indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration in MOA (Memorandum of Association).
If no Objection is received by the Regional Director within 21 days it will be considered for the shifting of the registered office.
Documents:
- Certified True Copy of the Notice of EGM( Extra-Ordinary General Meeting).
- Certified True Copy of the resolution passed at EGM.
- Minutes of EGM
- Copy of Newspaper Advertisement.
- Copy of Altered MOA.
- An Affidavit verifying the application.
- List of creditors and Debenture holders entitled to the objections.
- Declaration from the Key Managerial Personnel
- Declaration from any two Directors that the company has not defaulted in payments of due to its workmen.
The confirmation by the Regional director is served within 30 days from the date of receipt of the application to the company.
After this, the Company has to file Form INC-28 with the ROC within 30 days from the date of submission.
Thereafter, Form INC-22 is filed with the ROC within 15 days of the change in the registered office of the company along with the following documents:
- Copy of the Registered Office Address (Conveyance/Lease deed/ Rent Agreement).
- Copy of the Utility Bills (not older than 2 months).
- NOC from the owner for the use of Premises.
Steps after Obtaining New Certificate from ROC:
- The same shall be altered in the MOA with reverence to the state and in each & every copy of Memorandum.
- The company’s banner, signboard, stationery, bills, accounts etc. ought to show the company’s new address and the requisite advice that must be sent to debenture holders, shareholders, and other related parties.
- It is obligatory to make the necessary changes in the company’s books, records, letter heads, etc. of the company. It shall be ensured that the same necessary changes are made in PAN, TAN and notify to all the departments of Government, customers and banks wherever it is required.
Conclusion
Change in the address of a Private Limited Company depends upon the scenario whether the address change is within the state or from one state to another, within the same ROC or the ROC is different. Procedures are followed according to the Categorization which is prescribed in the Companies Act, 2013. For any queries related to change in the private Limited Company Address, reach us at CorpBiz.
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