The rules and regulations regarding changing the registered office according to the Companies Act 2013 are stated in Section 12 of the Companies Act 2013. Over there it is stated that a company should have a registered office at least from the 15th day of being an incorporated entity. This is necessary so that it can receive all the notices and other communication that are addressed to it. It is also important for a company to submit verification of the registered office within 30 days of being incorporated to the ROC of companies (ROC). It also states that in case there is a change in the office’s location the ROC needs to be notified within 15 days of the change.
The company in question needs to use Form INC-22 in order to notify the ROC of companies regarding the changes. The Indian government has in Companies Rules 2014 prescribed a couple of rules – 25 and 27 – so that the new location of the company’s registered office can be verified properly.
Rule 27 deals with verification and notice of the change of the situation of a registered office of a company. It states that apart from having to file Form INC-22 to notify the ROC about the change within 15 days of having made the same, a certain amount of fees has to be attached to the form as well.
Sub section 2 of Section 12 of this rule mentions the documents that have to be attached with the application as well as the manner in which it needs to be done. The documents that have to be attached should provide information regarding the office’s location at the time when it was incorporated along with any and every change in the same. The documents that have to be provided for verifying the change in registered office address normally depend on the ownership status of the property in question.
If the company itself owns the registered office it would have to provide the conveyance deed of the property in question. It is also important for the deed to be in the name of the company itself. If the company has rented or leased the property it would have to furnish the rent agreement or lease deed. In case, it is a rented property it would have to show the rental receipts as well. It is very important that the rent receipt is not older than by a month.
If the premises have not been leased by the company and if the director or any other individual owns them the company would have to show the proof that it has the permission necessary to operate from that particular location. It could be done in the shape of a no objection certificate by the owner. It would also have to furnish copies of utility bills such as mobile phone bill, electricity bill, telephone bill, and gas bill. It is very important that these bills are in the name of the company itself and they should also have the address that is being used by the company as its registered address.
It is also important that they are not more than two months old. It is also important for the company to pass certain resolutions such as board resolution and special resolution in this regard. The special resolution has to be passed at a general meeting in case the registered office is being shifted to a place that is outside the local lists in that city, village, or town, where the office is located at present. The board resolution needs to be passed so that the director can be authorized to sign and then submit the Form INC-22.
Changing the registered office to a different ROC but in the same state
If the company is looking to amend its registered office from the jurisdiction of one ROC to another it needs to apply in order to receive the permission to do so from the regional director (RD). This has to be done exactly the way it has been stated in Form INC-23. After the RD allows this change to happen it has to file with the ROC within a period of 60 days so that it can get confirmation from there as well.
Normally the ROC confirms the change within 30 days of having filed for the same.
Changing the registered office to another state
If the company wants to change its registered office to another state then it would have to change its memorandum of association (MOA) for that. The company has to pass a particular declaration in order to alter the MOA. Within 30 days of passing the resolution it would have to file the same in the Form MGT-14 with the concerned ROC. The company also needs to file Form INC-23 with the CG in order to get the approval necessary to change its registered office from one state to another.
For this it needs to attach documents such as a copy of the special resolution that sanctions the alteration – it should be passed by the company’s members; a copy of the MOA and the articles of association (AOA); a copy of the notice that conveys the general meeting with a proper descriptive statement; a copy of the minutes of the general meeting where the resolution that permitted this change was taken; a list of debenture holders and creditors; a copy of power of attorney or board resolution; and documents related to paying the application fee.
Within 60 days of making the application the central government will give its nod to the change and make it happen. However, before it does that the government will also find out if this is being done in accordance with the wishes of the debenture holders and creditors. After the Indian government provides its approval the company shall file it with the ROCs in both the states where the new and the old registered offices are. The ROC of the new office location would register the same and provide the applicant a new certificate of incorporation.