As well as a registered office, a company can also have corporate offices, branches, factories, or administrative offices. A registered office is where all business communication takes place. Indian companies are required to register their registered office with the Ministry of Corporate Affairs, but other branches and offices may be opened without prior notification.
Company domicile (state of incorporation) is determined by the registered office of the company in India. The ROC of the company depends on where its registered office is located in the state. A company must notify the ROC within 15 days of any change in its registered office address.
A Registered Office Can Undergo a Variety of Changes
An organization may wish to change its registered office after some time. The MCA has provided procedures to change the address of an organization; the organization must comply with these procedures.
A change in the registered office’s address can take a variety of forms.
- City-to-city
- A state or ROC within the same region
- State-to-state
- Changing states
Change of Registered Office Within the Same City
In the same city, changing the registered office is very easy.
- A board meeting must be held and a resolution passed.
- Within 30 days of passing the board resolution, the company must file a form INC22 with the MCA.
- An original utility bill from the business address, a letter of authorization from the owner, and the rental agreement are all required.
A Different Roc but Within the Same State Is Used for the Registered Office Address
It is necessary for the company to submit Form INC-23 for approval from the Regional Director if it wishes to change its registered office from the jurisdiction of one ROC to another. A change of address must be confirmed by the Regional Director within 60 days of filing it with the ROC. The ROC must confirm the change within 30 days after filing it.
Change of Address in the Same State but in a Different ROC
There are two registrars of companies in large states like Maharashtra and Tamil Nadu. Sometimes, when a company’s address changes, the ROC also changes. There is a different procedure for such changes.
Address Change in Another State
In order to relocate the registered office from one state to another, the MOA of the company must be changed along with the registered office address.
- In order to call an extraordinary general meeting, a board meeting must be held and a resolution passed.
- The EGM will pass a special resolution regarding the change in registered office address and the amendment of the Memorandum of Association. During the 30-day period, the MCA must receive the resolution in MGT14.
- Not more than 30 days before the date of application to the regional director, the company needs to publish an advertisement for moving the office. The advertisement should appear in a regional or vernacular newspaper as well as an English newspaper.
- Further, the company must notify creditors and debenture holders, if any, and any other regulatory bodies that apply.
- Shifting the registered office requires an application to the Regional Director and the required documents.
- The order will proceed without a hearing if no objections are received, pending a hearing if an objection is received from the federal government. A hearing will take place if an objection is received from the federal government, and necessary orders will be issued.
- The company is required to file the confirmation received from RDs to ROCs within 30 days.
- Form INC-22 and the required documents must be filed within 30 days with the ROC.
Before passing the resolution, the central government should confirm that the change is with the consent of creditors, debenture holders, etc., and dispose of the application for changing the registered office outside the state within 60 days of the application being filed. Both states must receive the central government’s approval. A new certificate of incorporation should be issued by the ROC of the state where the new office will be located.
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