Home Tax & Compliance Change in Registered Office Address

Change in Registered Office Address

All Indian-incorporated businesses are required to have a registered office address. It serves as the main site of business. This office receives all formal communications from the Registrar. You must first register with ROC if you have to move your principal place of business for any reason, including moving to a different city, state, or even outside of the state. Official correspondence and any legally needed notices addressed to the company are forwarded to its registered office.

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Overview of Change in Registered Office Address

All Indian-incorporated businesses are required to have a registered office address. It serves as the main site of business. This office receives all formal communications from the Registrar. You must first register with ROC if you have to move your principal place of business for any reason, including moving to a different city, state, or even outside of the state. Official correspondence and any legally needed notices addressed to the company are forwarded to its registered office.

Change in the address of the Registered office of the Company:

It is possible to change the registered office of a company; however, it should be thought about cautiously and as per some legal guidance. The company's true location is its registered office; any adjustments should keep every appropriate regulation and rule. To figure out additional about the prerequisites for changing the registered office of a confidential, restricted company, see this page from start to finish.

To change the registered office, a company should fulfil specific prerequisites in no less than 30 days of its new location and submit them to the regulatory authority. It is fundamental to educate the ROC regarding an adjustment of the registered office address and to refresh it with the company's Registrar.

Types of change in registered office address:

The possible combination of change in registered office address are as follows

Change in registered office address within the City
Change in registered office address within the same state and with the same ROC
Change in registered office address within the same state and with different ROC
Change in registered office address from one state to another.

The mandatory changes for the registered office address will be done based on the above-mentioned changes.

Compliance for Change in Registered office within the same City or region

Compliance with changes in a registered office within the same City or region is the easiest process to follow.

To approve the board resolution to move the company's registered office, an board meeting should be held by the company.
Form INC-22, "Notice for Change in Registered Office," must be filed with MCA in the span of 30 days of the Board resolution's passing.
Utilities charges, proof of address for the new registered office, a NOC from the land owner, and a rent agreement, on the off chance that the property is leased, are the papers that should be submitted with the INC-22 form.

Compliance for Change in Registered office within the same state and with the same ROC.

The process to be followed when the Company plans to change the registered office address outside the local region within the same but with a different ROC (Registrar of Companies) is:

To pass a resolution, a board meeting has to be scheduled for the change in the registered office of the Company after an extraordinary general meeting is held.
After the resolution has been passed in the general meeting, Forms INC-22 and MGT-14 have to be filed with MCA within 30 days of meeting.

The required documents are to be attached along with the form for new address proof.

Compliance for change in the registered office within the same state but with different ROC

A Board meeting has to be convened to pass the resolution for extraordinary general meeting.
After the board meeting, the Company should file.
To modify the registered address, the board resolution must be passed, and the MGT-14 form must be submitted within 30 days.
After this, the Company should file Form INC-23 with the regional director to get approval to shift the registered office address from the jurisdiction of one ROC to another.
Within 30 days of the change in the registered address of the Company, it should publish it in the regional English newspaper in which the office is registered.
Serve individual notices to each stakeholder of the Company, such as creditors, shareholders, debenture holders, etc.
Within 30 days of receiving no objections, the regional director must send out a confirmation notification.
Within 60 days of receiving confirmation from the director, the Company should file the form INC-22.

Documents required to attach in the form:

Copy of Board resolution for changing the address of the registered office.
A declaration by any two directors or key managerial positions describing the payment of all dues to the creditors.
An acknowledged copy was made to the chief secretary of the state regarding the change in address of the registered office.

Compliance for change in the Registered office from one state to another

The mandatory compliance for change in registered office address from one state to another is as follows:

To change the Company's memorandum of association, the board must convene and summon an extraordinary general meeting.
In the EGM, the Company is required to pass the resolution for a change in the registered office address from one state to another.
Within 30 days of passing the resolution for change in address of the registered office, Form MGT-14 has to be filed with ROC.
To obtain approval from the central govt to shift office from one state to another, the Company must file Form INC-23 to the regional director.
When the central govt approves the change of registered office, Form INC-22 has to be filed with ROC within 60 days of approval.
After approval from the government, Form INC-28 has to be filed with the ROC of both states.

Documents to be submitted along with Form INC-23:

A copy of the MOA with the proposed alterations.
Copy of the important points in the meeting.
A declaration signed by at least two directors or CS of the Company stating that no amount is due to the creditors.

Compliances after approval from ROC for change in Registered office

The list of compliance to be followed by the Company after receiving approval from the ROC are:

The Company can issue a general notice in the newspaper stating the change in the Company's registered office address.
Print new addresses everywhere and prepare the new MOA.
Substitute the letterheads and books with old addresses and new addresses.
Update the new address with all the bank accounts.
File a mandatory application with the Income tax department to change the new address in the PAN and TAN.
Update the Company's new address with all the concerned government authorities.

Penalty for not complying with the requirements:

If the business and any of its officials neglect to follow the procedural prerequisites for changing the registered office of the company, they will be punished 1,000 rupees for every day that the disappointment endures, up to one lakh rupees.

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Frequently Asked Questions

Is changing a registered office an easy process? +

The appropriate registration process depends on case to case and it is different from each other. In case the change of registered office is inside the same City then the process will be easy compared to other registered office address changing processes.

Can two companies hold the same registered address? +

Yes, two companies can have the same registered address.

Can I change my registered commercial office address to a residential address? +

Yes, the official registered office address can be moved from a business office address to a residential address, as the business can be registered with the residential address as well.

Is it important to get consent from the investors to move the registered office to an alternate city area? +

No, consent from shareholders or other authorities is not required for businesses moving within the boundaries of the same municipality, City, or village. But in order to do so, they have to use the e-Form INC-22 to notify the Registrar of Companies of the modifications.

What are the implications of not complying with provisions of Registered office address? +

The firm and any official who violates the requirements related the registered office address—such as notifying the appropriate authority of a change of address—may be fined with Rs. 1000 per day to a maximum of one lakh rupees.

Is it required to have registered office address in India? +

Yes. As indicated by Section 5 of the companies Act 2013: Each company will have a registered office in India in the state of its incorporation

What is the reason for the registered office address? +

A registered office is an actual location that company use to record the name, area and obligation regarding dealing with the undertakings of an company. It can't be beyond India. To shape an company in India, you want an registered office address in India on which legal identity resides.

How would I change my registered office address to a sole ownership? +

To change a sole ownership's registered office address, you should tell nearby local authorities like the metropolitan enterprise, nagar nigam, or panchayat, contingent upon the purview. You should likewise notify the tax authority, the license department, and update your address in your bank account.