How to Change the Registered Office of a Company

What is the registered office of a Company

The registered office of the company is the main office to which all the official communications pertaining to a company is sent by the governmental departments. Only the registered office needs to be registered with the Ministry of Corporate Affairs. Apart from this, a company is allowed to have a corporate office/administrative office/Branch office/Factory etc. Without any intimation to the ROC, you can open all the offices/ other locations of a company. It also determines the domicile of the company. If in case the address of a Registered office changes then it shall be notified to the Registrar of a Company(ROC) within a specified period. In this article, we will focus to tell you about changing the registered office of a company.

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Changing the registered office of the Company

To change a registered office of a company it is necessary to file Form INC-22 along with the prescribed fees and shall be attached to the form. Under section 12 sub-section (2), it is written that the documents are to be verified depending upon the ownership status of the registered office. The documents are mentioned below:

• If the registered office is owned by the company then the conveyance deed of the property in the name of the company is required.
• If the registered office is taken on lease or rent by a company then lease deed or the rental agreement along with the receipts is required. But the rental receipt cannot be older than 1 month.
• If the office is owned by the director/ other people and not the lease then it is mandatory to attach proof mentioning that the company is permitted to use the place as its registered office.

Besides, certain utility bill also required to be attached in all the cases. These bills should contain the name of the company with the address that is to be used as the registered address of the company and should not be older than 2 months. The list is given below:

1. Mobile phone bill
2. Telephone bill
3. Electricity bill
4. Gas bill

Now, the company has to pass certain resolutions such as the special resolution and the board resolution.

• Special Resolution– This is to be passed in a general meeting if it wants to change the registered office to a place outside the local lists of the city, town or village wherein the office is presently located.
• Board Resolution– A board resolution to enable the authorization of the director to sign and submit form INC- 22 needs to be passed.

Changing the registered office in the Same State with a Different ROC

When the company wants to change the registered office from the jurisdiction to one ROC to the other ROC then first it is mandatory to apply for the approval of the Regional Director in the manner prescribed in form INC-23. If the regional director confirms the same, the company has to file the same confirmation the ROC within 60 days. The ROC must confirm the change of the address within 30 days of the filing.

Changing the Registered Office to Another State

The company will have to amend the Memorandum of Association to change the registered office from one state to another. A special resolution needs to the be passed by the company for alteration of the MOA. This special resolution is required to be filed with the ROC in form MGT-14 within 30 days. For the change of registered office from one state to another, the company has required the approval from CG in the INC-23 form.

Following are the documents which are to be attached along with the application Form:

• A copy of the special resolution sanctioning the alteration by the members of the company.
• Memorandum and Articles of Association
• A copy of the notice conveying the general meeting along with a relevant explanatory statement
• A copy of the minutes of the general meeting wherein the resolution authorizing the alteration.
• A list of creditors and debenture holders
• A copy of board resolution or Power of Attorney
• Document relation to the payment of application fee

It is also mandatory for the Central government to dispose the change of registered office application outside the state within 60 days of the application. Before passing, it may confirm that the change is with the consent of the creditors, debenture holders etc. The approval shall be filed given by the Centre with the registrars of both the states in which the old and the new registered office is situated. The registrar of the state wherein the new office will be located shall register the same and issue a fresh certificate of incorporation.

 

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