Guide to Change the Registered Office as Per Companies Act 2013

Posted on: 2018-04-18 05:21:33

When a new company is going to form, throughout the course of formation its registered office is need to be specified in a specific Form during the incorporation time and after it got its registration; that mentioned address will remain be the registered office address of the company for its entire lifetime.

At the same time, others want to shift their company registered office to another location by moving forward to expand their business for facilities of better opportunities and growth. 

A company can change its registered office location to another address, as per Sub-Section (2) of Section 12 Companies Act, 2013 and Rules, 2014; for an Example, a company is registered in Mysore location, but they want to shift to Bangalore where they don’t have a registered office address.

In this case, they have to intimate their Ministry of Corporate Affairs (MCA) through Registrar of Companies (ROC) in Bangalore Karnataka by filing specified forms and specified attachments like rental agreement/ lease agreement/ sale deed, utility bill, board resolution copy, etc.

The rules and regulations regarding changing the registered office according to the Companies Act 2013; that 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 the Companies Rules 2014 which prescribed a couple of rules – 25, 26, 27 and 28 – so that the new location of the company’s registered office can be verified properly.

Rule 27: Notice and verification of change of the situation of registered office 

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.

3 location cases may arise during the shifting of registered office address from one place to another;

It can be categorized as follows  

  1. In the same city; 
  2. Same city with different jurisdiction of ROC; or
  3. One state to another state;

Shifting the registered office to a local place of same city

If a company wants to shift its registered office address to another place of same city of the state; should intimate the MCA with same details by filing the eForm INC-22.

The applicant needs to apply in Form INC-22 for getting approval to change the office address of the company. Here you have to fill this form and make attachment the necessary documents through your regional ROC.

Procedure to Change the Registered Office Address of a Company within the City of a State

1. Arrange the Board of Directors Meeting to pass the resolution for changing the Registered Office

2. File e-Form INC-22 within 15 days of passing the resolution along with the following attachment

Attachment to INC-22

  1. Board Resolution
  2. Rental Agreement/Sale deed/ Lease Agreement/Property tax paid receipt
  3. Utility Bill
  4. NOC from the owner of the premises

3. Updated in the Master data; it is straight through process

Rule 28: Shifting of registered office to a different ROC within the same state

In similar way, it has the provision as per the amendment of Companies Incorporation Rules, 2014; if the company is looking to amend its registered office from the jurisdiction of one Registrar of Companies (ROC) to another in same state; first it needs to file eForm MGT-14 and then eForm INC-22 through its regional circle, in order to receive the permission to do so from the regional director (RD). 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.

Procedure to Change the Registered Office Address of a Company for different jurisdiction of ROC

1. Arrange the Board of Directors Meeting to pass the resolution for changing the registered office

2. Fix the Date, Place, Timing for General Meeting

3. Pass the Special Resolution in General Meeting to change registered office address

4. File the Special Resolution with ROC in E-Form MGT-14 within 30 days of change with following attachment

  1. Copy of MOA and AOA
  2. Copy of notice of AGM with explanatory statements
  3. Copy of resolution for change in Registered Office of the Company and alteration of MoA
  4. Copy of the minutes of the General Meeting containing the details regarding the number of votes cast in favor of and against the resolution.
  5. List of Creditors/ debentures holders

5. File e-Form INC-22 with the below following attachments

  1. Rental Agreement/ Sale deed/ Lease Agreement/ Property tax paid receipt
  2. Utility Bill
  3. NOC from the owner of the premises

Changing the registered office from one state to another

In case, a company wishes to shift its registered office address from one state to another state or from one jurisdiction of ROC to another.

In this context, the company has to file the following forms to make into an effect of such changes

1. Form MGT-14

2. Form INC-23: File application form with Central Government in Form No.

3. Form INC-28

4. Form INC-22

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.


Also Read:

Procedure to Change the Name of a Private Company

Procedure Involved to Incorporate a Compnay in India

Guideline to Choose the Name of a Compnay

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