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    Change in Registered Office

    Every business organization has a principal place of business activities, which in case of a company called its registered office. The address of the situation of the registered office is very important from general public, shareholders, customers and various other points of view. Every company is governed in accordance with the provisions of the Companies Act, 2013, therefore, it is mandatory for all companies to keep the Registrar of Companies informed about the location of the registered office and changes Thereto from time to time. Promoters of the Company decide the State in which the registered office shall be situated.

    A registered office is the official address of a company to which all official letters 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 thirty 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 at the time of incorporation itself

    Every company needs to have a registered office within thirty days of its incorporation as per the Companies Act, 2013 (‘Act’). A company should have a registered office at all times until it is in existence. The registered office is mentioned in the Memorandum of Association (MOA) and Articles of Association (AOA).

    Compliances for Change of Office Within the Same City

    The company will have to hold a Board meeting and pass a Board resolution for changing the registered office. Form INC-22 needs to be filed with the ROC within fifteen days of passing the Board resolution. The documents to be attached with Form INC-22 are:

    • NOC (No Objection Certificate) from the owner if the office is situated in leased/rented land.
    • Rent/Lease agreement, if the office is situated in leased/rented land.
    • Proof of evidence of any utility bills having the office address that are not older than two months.

    Compliances for Change of Office Outside the City Under the Same ROC

    The company needs to conduct a Board meeting and pass a resolution for calling the Extraordinary General Meeting (EGM). In the EGM, the company needs to pass a Special Resolution for changing the registered office.
    Form INC-22 and MGT-14 have to be filed with the ROC within 30 days of passing the Special Resolution to change the registered office outside the local limits of the city/town but under the jurisdiction of the same ROC.  The documents to be attached with the Forms INC-22 and MGT-14 are:

    • Copy of the Special Resolution.
    • NOC from the property owner, if the office is situated in leased/rented land.
    • Rent/Lease agreement, if the office is situated in leased/rented land.
    • Proof of evidence of any utility bills having the office address that are not older than two months.

    Compliances for Change of Office from One State to Another State

    The compliances for change of registered office from one state to another state are as follows:

    • The company needs to conduct a Board meeting and pass a resolution for calling EGM and alter the MOA through a Special Resolution. In the EGM, the company needs to pass a Special Resolution for changing the registered office from one state to another state and altering the MOA of the company.
    • Form MGT-14 must be filed with the ROC within thirty days of passing the Special Resolution to change the registered office and alter the MOA.
      The company should file Form INC-23 to the Regional Director for obtaining approval of the Central Government to shift the registered office from one state to another state and alter the MOA.
    • Before one month of filing the application with the Regional Director, the company should

    1. Publish a notice of change of office in a daily English newspaper and in the principal language newspaper of that district in which the registered office of the company is situated.
    2. Serve individual notice on each depositor, debenture holder and creditor of the company stating that if their interest is likely to be affected by the proposed alteration of the MOA, they can intimate their nature of interest and grounds of opposition to the Regional Director within twenty-one days from the publication date of the notice.

    • If there are no objections, the Central government will dispose of the application for change in the registered office within sixty days.
    • Once the Regional Director approves the change, the company needs to file the approval with the ROC in Form INC-22 within sixty days from the date of approval.
    • The approval given by the Central Government for a change of office address should be filed in Form INC-28 with the ROC of both states in which the old and new registered offices are situated.

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