Registered Office Change

Introduction

Think of your company’s registered office as its designated headquarters, much like the location where all significant documents and event notifications are delivered. It is an important location, mentioned in important documents such as the MOA and AOA.

However, what if your company has expanded beyond its comfortable space or is looking for a more stylish area? Altering this address involves following the procedures outlined in the Companies Act 2013. It includes several important steps: organizing a board meeting, obtaining approval from shareholders, and submitting the required documents to the ROC (Registrar of Companies). The procedure changes based on if you’re relocating within the same city, to a new city, or to a different state.

Are you prepared to take action? Simply keep in mind to adhere to the guidelines in order to maintain everything in excellent condition!

Why registered office is important

Consider the registered office as the official headquarters of your company. It is the place where all the crucial messages arrive and where you can contact the company for any practical issues.

It also establishes the area of authority for the Registrar of Companies (ROC)—similar to determining the legal and administrative domain. Furthermore, it serves as the primary location for confirming all corporate records and paperwork, ensuring compliance with the Companies Act 2013.

Therefore, it is more than just a location; it serves as the main center for your company’s official operations and adherence to regulations!

Reasons for Changing a Company’s Registered Office Address

Moving a company’s registered office address can be a strategic decision for various clever motives.

1. Improved Position: Relocate nearer to clients or vendors, or enhance to a location with superior amenities and transportation connections.
2. Development and Growth: Following a merger or acquisition, a larger space may be required to accommodate your growing team.
3. Cost Savings: Move to a place with reduced rent, taxes, or operational expenses to cut costs significantly.
4. Expansion of Market Reach: Access new markets or establish closer relationships with a crucial customer base through a strategic maneuver.
5. Adherence to Legal Requirements: At times, laws require you to have a presence in a particular location.
6. Improving Reputation: Relocating to a high-status location can elevate your business’s reputation and attract clients and investors.

Therefore, whether it’s for a convenient location or financial benefits, changing your address can make a big difference!

Four Important Situations – Changing Company’s Registered Office

When you relocate your business’s registered office, it’s similar to moving to a new home, but with various factors to take into account.

1. Local Boundary Adjustment: Relocating your workplace to a different location within the vicinity of the same city, town, or village. This is typically the easiest change and requires a simple update.
2. Moving Between Cities in the Same ROC Jurisdiction:  When relocating between cities within the same Registrar of Companies (ROC) jurisdiction, you must follow a distinct procedure to update your address.
3. Moving from one ROC jurisdiction to another within the same state:  Shifting your office to a different ROC jurisdiction within the same state requires a more thorough process to meet the new regional standards.
4. Moving from one state to another state: A significant relocation! Transitioning between states will result in facing a different ROC and possibly altered regulatory mandates. It is a little more intricate but can be handled with proper planning.

Every situation comes with its own set of steps to follow, but by carefully navigating them, you can ensure a smooth transition with your registered office change.

Change Within Local Limits

When a company decides to relocate its registered office, the process varies based on the nature of the move. Here’s a quick, fun, yet professional guide to the four common scenarios:

1. Within the Same City, Town, or Village
2. Board of Directors Meeting:
   1.  Hold a board meeting to
   1.  Pass a resolution approving the move.
   1.  Authorize officials to handle e-filing and necessary actions.
3. Filing with ROC:
   1.  Submit Form INC-22 within 15 days with:
   1.  Certified copy of the board resolution.
   1.  Proof of the new address.
   1.  Recent utility bill (within 2 months).
   1.  Documentation if the premises are leased.

• Update Company Records:
  •  Update the address on letterheads, banners, signboards, etc.

2. From One City to Another Within the Same ROC Jurisdiction

Board of Directors Meeting:

•    Hold a board meeting to:
•    Pass a resolution for the move.
•    Authorize officials to handle actions.
•    Approve and authorize the notice for a General Meeting.

General Meeting Notice:

• Send notices to shareholders, directors, and auditors.

General Meeting:

•  Pass a special resolution for the move.

Filing with ROC:

• Submit Form MGT-14 within 30 days with:
•  Certified copy of the special resolution.
•  Explanatory statement and EGM notice.
• Submit Form INC-22 within 15 days with:
•  Certified copies of board and special resolutions.
•   Proof of the new address.
•   Recent utility bill.
•   Documentation if the premises are leased.

Update Company Records:

• Update the address on all official documents.

3. From One ROC Jurisdiction to Another Within the Same State

Board of Directors Meeting:

• Hold a board meeting to:
•  Pass a resolution for the move.
•  Authorize officials to handle actions.
• Approve and authorize the notice for a General Meeting.

General Meeting Notice:

•  Send notices to shareholders, directors, and auditors.

General Meeting:

• Pass a special resolution for the move.

Filing with ROC:

• Submit Form MGT-14 within 30 days.

Notify Creditors and Debenture Holders:

• Prepare and obtain consents if necessary.

Notify State Government:

• Inform the state Chief Secretary.

Application to Regional Director:

• Submit Form INC-23 with necessary documents.

Approval and Filing:

• File the Regional Director’s order with Form INC-28 within 30 days.
• Submit Form INC-22 within 60 days of the order.

Update Company Records

• Update the address on all official documents.

4. From One State to Another State

Board Meeting:

• Hold a board meeting to:
• Pass resolutions for the move and altering the MOA.
• Authorize officials for the petition and notifications.
• Approve and authorize the notice for a General Meeting.

General Meeting Notice:

• Send notices to shareholders, directors, and auditors.

General Meeting:

• Pass special resolutions for the move and MOA alteration.

Notify Creditors and Debenture Holders:

• Send notices and publish in newspapers.

Notify Regulatory Bodies:

• Send copies to ROC, regulatory bodies, SEBI, and Chief Secretary.

Application to Regional Director:

• Submit Form INC-23 with necessary documents.

Approval and Filing

• File the Regional Director’s order with Form INC-28 within 30 days.
• Submit Form INC-22 within 15 days of the order.

Update Company Records

•  Update the address on all official documents.

In all cases, once the ROC approves, update the company’s address on all records, including letterheads, banners, and signboards!

Documents Required 

Below is a brief list to make sure you have all necessary items for submitting Form INC-22:

• Company’s Updated Address : The new designated place for your company headquarters.
• Document Title:  Determining if the company possesses the new address.
• Lease Agreement + Rental Payment Receipt: If you are leasing the new residence.
• Recent Utility Bill + NOC from Property Owner: Utility bill from the last 2 months and a No Objection Certificate from the owner of the property.
• Board Resolutions: Copies of the board resolutions that have approved the relocation.
• Validation by Experts: Certified by either a CA (Chartered Accountant), CS (Company Secretary), or CMA (Cost and Management Accountant).
• Submission of Form INC-22: Send Form INC-22 along with the required government fee to the MCA (Ministry of Corporate Affairs).

Make sure you have these papers prepared to smoothly move to your new official location!

“TMWALA” is here to help! 

Changing the location of your company’s registered office can be overwhelming, but “TMWALA” is here to make it easier for you. Our skilled team takes care of tasks such as scheduling board meetings, securing approvals, and submitting necessary paperwork to the Registrar of Companies (ROC). We guarantee that all processes adhere to the Companies Act 2013, whether you are relocating within the same city, to another city, or even to a different state. With “TMWALA” handling the paperwork, professional certifications, and timely submissions, you can concentrate on growing your business while we guarantee a seamless and compliant switch to your new registered office address.

Important FAQs 

1. What is the significance of a company’s registered office address?

Ans. The registered office address serves as the official headquarters of your company, where all crucial communications, notices, and documents are received. It also determines the jurisdiction of the Registrar of Companies (ROC) and is essential for legal and compliance purposes.

2. What are the primary reasons a company might change its registered office address?

Ans. Common reasons include seeking a more strategic location, needing larger or more modern premises, reducing costs, expanding market reach, complying with legal requirements, or improving the company’s reputation by moving to a prestigious area.

3. What are the steps involved in changing the registered office address within the same city?

Ans. Hold a board meeting to pass a resolution approving the move. Submit Form INC-22 to the ROC within 15 days, including the board resolution, proof of new address, a recent utility bill, and any lease documentation. Update the company’s address on all official documents and records.

4. What is the procedure for changing the registered office address to another city within the same ROC jurisdiction?

Ans.

• Hold a board meeting to pass a resolution and authorize actions.
• Notify shareholders, directors, and auditors, and hold a general meeting to pass a special resolution.
• File Form MGT-14 and Form INC-22 with the ROC, including necessary documentation.
• Update all official records and documents with the new address.

5. How does the process differ when moving to a different ROC jurisdiction within the same state?

Ans.

• Hold board and general meetings to pass necessary resolutions.
• Notify creditors, debenture holders, and the state Chief Secretary.
• Submit an application to the Regional Director (Form INC-23) and obtain approval.
• File the Regional Director’s order with Form INC-28 and submit Form INC-22 to the ROC.
• Update company records with the new address.

6. What additional steps are required when moving the registered office from one state to another?

Ans.

• Pass resolutions in board and general meetings to approve the move and alter the MOA.
• Notify creditors, regulatory bodies, SEBI, and the state Chief Secretary.
• Submit an application to the Regional Director (Form INC-23) and obtain approval.
• File the Regional Director’s order with Form INC-28 and submit Form INC-22 to the ROC.
• Update all official records and documents with the new address.

7. What documents are required for submitting Form INC-22?

Ans.

• The new address of the company.
• Title document if owned by the company, or lease agreement and rental receipt if leased.
• A recent utility bill and a No Objection Certificate from the property owner.
• Certified copies of board resolutions.
• Certification by a professional (CA, CS, or CMA).
• Government fee for Form INC-22 submission to the MCA.

8. How can “TMWALA” assist with changing the registered office address?

Ans. “TMWALA” handles the entire process, including organizing board meetings, securing necessary approvals, and filing all required documents with the ROC. Our team ensures compliance with the Companies Act 2013, allowing you to focus on your business while we manage the transition to your new registered office address smoothly and efficiently.