Once the business registration process for starting a new business in India is completed, a business is required to adhere to the business laws and rules, and fulfill various compliance requirements. One of the business requirements after completing the company registration in India is to get the company address registered with the Registrar of companies. The company’s registered office address is the place where all the communication of the company is sent from or received. A company’s registered office address can be different from its corporate office, administrative office, or its branches. A company office address must be registered with the MCA within 30 days of the business incorporation.
However, there may arise certain conditions when there is a need to change the registered address of a company. The location or state in which the company’s registered office is located is a factor that determines the ROC with which all the future correspondence, filings, etc. will be done. When a company requires to change its registered office address, it must notify the ROC within the prescribed time limit.
(1) A company shall, on and from the fifteenth day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.
(2) The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.
A company registered under the Companies Act, 2013 or and LLP can change its registered office address without any issues. Any change of address of Registered Office must be notified to the Registrar of Company (ROC) within 15 days. A company can change the registered office address in 3 different circumstances, which also determine the process to be followed to shift the office. These circumstances include:
1. Change of registered office of Private Limited Company within the state.
2. Change of registered office of Private Limited Company within the state but outside ROC's jurisdiction.
3. Change of registered office of Private Limited Company from one state to another.
A company that needs to change its registered office address within the same state, it needs to file Form INC-22 along with the address change fees. The documents required to change company registered office address in the same village, city or state include:
1. Proof of registered office address of the company
2. NOC from the owner of new premises or copy of property ownership documents.
3. Copy of bills such as electricity bill, water bill, etc.
• If the company wants to change the registered office from the jurisdiction of one ROC to the jurisdiction of another ROC within the same state, the company has to apply for the approval of the Regional director (RD) in the prescribed manner (Form INC-23).
• Once the change is confirmed by the RD, the company has to file such confirmation to the ROC within a period of sixty days from the date of confirmation of the RD.
• The registrar shall confirm the change of the registered office within 30 days from the date of filing of the confirmation.
When a company wants to change its registered office address from one state to another, it leads to a change in the ROC as well. For this, the company is required to amend its Memorandum of Association by passing a Special Resolution. This special resolution also needs to be filed to the ROC in Form MGT-14 within 30 days of passing the resolution.
Along with this, the company is required to obtain approval from the Central Government as well by filing the Form INC-23. The form is to be filed by the Regional Director of the company along with the following documents:
1. Copy of Special Resolution passed to amend the MOA.
2. Copy of Memorandum of Association and Articles of Association of the company.
3. Copy of Notice of general meeting with the statement of explanation.
4. Copy of Minutes of Meeting of the General Meeting.
5. Details of debenture holders and creditors of the company.
The government gives approval or rejects the application within 60 days of receiving the application. Once the approval is received, the company is required to file the approval with the ROCs of both the states- in which the office is registered at present and in which the office is to be shifted, within 60 days of receiving it.Registrar of the State where the registered office is being shifted to, shall register the change, and shall issue a fresh certificate of incorporation indicating the alteration.
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