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Change in Registered Office Address

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WHAT IS REGISTERED OFFICE CHANGE

A registered office is important for a company as it is a place to maintain all the annual returns, statutory Registers, books of account, annual general meetings held. It also helps in determining the jurisdiction over the company under some acts.
A registered office is the official address of a company to which all official letters, notices and reminders will be sent by any person, any government or non-government or regulatory body. In terms of Section 7 of the Companies Act, 2013 (the “Act”), all registered companies are legally required to have a registered office address in India from the date of commencement of business or within fifteen days (As per Companies Amendment Act, 2017 period  of 15 days shall be substituted with 30 days) from the date of incorporation whichever is earlier However, under the incorporation process effective as on date, the proposed company is required to intimate the address of its proposed registered office  the time of incorporation itself.
There can be circumstances where the company has to change its registered office.

Modes of Change in Registered Office of Company

Change in a situation of the registered office of the Company may be required from time to time in any of the following manners

  • A. Change in registered office of company from one place to another place within the limits of the same city, town or village.

  • B. Change in registered office to a place outside the local limits of the existing place but within the same State under the jurisdiction of the same Registrar of Companies.

  • C. Change in registered office of company to a place from the jurisdiction of one Registrar to that of another Registrar within the same State.

  • D. Change in registered office of company from one State to another State.

WHAT DOCUMENTS REQUIRED FOR REGISTERED OFFICE CHANGE

File application in form INC 23 seeking approval for alteration of MoA with regards to the relocation, with the federal government along with the following documents:

  • A copy of the amended MoA and Article of Association (AoA) of the company;
  • A copy of minutes of general meeting recording votes;
  • A special resolution passed by the members for alteration of MoA and AoA;
  • Copy of power of attorney or board resolution;
  • List of creditors and debenture holders of the company who are entitled to object to the application, along with their address, nature of debt, and the amount due;
  • Copy of authority letter, the board of resolution for the person who will appear in the hearings, if any; and
  • An affidavit from the directors that no employee shall be retrenched as a consequence of shifting of RO.

The application must be sent to the chief secretary and registrar of the state where the RO of the company situates.
Below is the list of documents required for shifting the RO to another state:

  • List of directors of the company;
  • List of shareholders of the company;
  • List of creditors duly certified by the auditors of the company;
  • Copy of public notice published;
  • Copy of certificate of incorporation, MOA, and AOA;
  • Latest audited financial statement of the company;
  • Rent agreement in the name of the company for the new proposed address; and
  • Utility bill as proof of premises and a no objection certificate (NOC) from the owner of premises. The bills should bear the name of the company along with the address that is to be used as the registered address of the company and not be more than two months old.

Shifting of office from one state to another state is not permitted if the company has any inquiry, inspection or investigation initiated against it or has any prosecution pending against it under the Companies Act.

FORMS TO BE FILED AND DUE DATE

Form Purpose Due date
MGT 14 For special resolution Within 30 days of passing special resolution
GNL 1 For filing copy of application to ROC Simultaneously with filing of form INC 23
INC 23 For seeking approval of Regional Director At least 1 month after serving notice to creditors and publication of newspaper advertisement
INC 22 For shifting of Registered Office Within 15 days of order passed by RD
INC 28 For filing copy of RD order with ROC Within 30 days of passing of order

WHAT IS THE PROCEDURE

  • The procedure to follow when the registered office of a company change is within the state:
  •  A meeting of BOD of the company has to be conducted and resolution has to be passed for a change of address.
  • If the office is to be shifted to another city within the state then the approval of shareholders has to be taken by passing a special resolution in general meeting.
  • Within 15 days of the Resolution, the INC-22 form has to be filled. It has to attach following details:
    • Certified True Extracts of the Resolutions passed in the Board / Shareholder meetin
    • . Proof as per given below
      • Owned premises registered proof of ownership in the name of the Company
      Leased premises notarised copy of lease deed or rent agreement with rent receipts not older than one month
      neither owned nor taken on lease by the Company proof that the Company is authorised to use the premises
    • Copies of utility bills like telephone bill, gas bill, electricity bill depicting the address in the name of the owner not to be older than 2 months
  • If the special resolution was passed at the shareholders meeting, the company has to file MGT-14 within the Registrar of Companies within 30 days of the passing of the resolution.
  • If the change in address results in a change from one registrar to another registrar then the additional steps to be undertaken are:
  • INC 23 has to be filed for getting confirmation from the regional director along with the fee prescribed.
  • Company shall, not less than one month before filing any application
    • 1.Publish in at least once in a daily newspaper published in English and in the principal language district in which the registered office is situated and circulated it in that district.
    • 2. Individual notice has to be served to each debenture holder, depositor and creditor of the company, clearly indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds for opposition to the Regional Director with a copy to the company within twenty-one days of the date of publication of that notice.
  • When Company Registered Office Change from one state to another state.
    When the registered office is shifted from one state to another it changes the jurisdiction of the court which will have jurisdiction over the matters of the company. Here prior approval of central government is required. The central government examines if the proposed change is prejudicial to the interest of employees, creditors and debenture holders.
    Also, MOA of the company has a registered office clause which has to be altered. For altering MOA one has to follow the procedure as given below:
  • Conduct a Board of Directors meeting to pass a resolution for change of Registered office and amendment of MOA of the company.
  • You have to pass a special resolution in General Meeting for the same.
  • Form MGT-14 has to be filed with Registrar of the Company about the special resolution passed within 30 days from change.
  • Form INC-23 has to be filled to get the approval from the Central Government with following attachments:
  • A copy of amended MOA and AOA.
  • A copy of the notice of the Meeting along with the explanatory statements.
  • A copy of the resolution for change in Registered Office of the Company and alteration of MOA.
  • A copy of the minute of the meeting containing the details regarding the number of votes cast in favour of and against the resolution.
  • Affidavit verifying the application from the directors stating that no employee shall be retrenched as a consequence of shifting of the Registered Office
  • A list of debenture holders and creditors entitled to object to the application along with Their names and addresses Nature and respective amounts due to them in respect of debts, claims and liabilities
  • An affidavit verifying the list of creditors signed by the Company Secretary if any and at least two directors one of whom shall be a Managing Director where there is one.  The Affidavit should state that
  • They have made a full enquiry into the affairs of the Company and having done so, have formed an opinion that the list of creditors is correct
  • That the estimated value as given in the list of debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims against the Company to their knowledge.

Key Points to be considered:

  1. Intimation to be given to the bankers of the company, other statutory authorities.
  2. PANhas to be amended.
  3. You have to shift all the statutory registers, books of accounts which are maintained by the Company to the new Registered Office.

Letterheads, the seal of the company etc have to mention new registered office address.