The registered office of a company is also a legally provided office address of the company registered with the Registrar of Companies (ROC), where all correspondences are addressed. It is essential to note that the registered office location might be changed due to certain reasons concerning access to the clients, development, saving costs or based on legal regulation. This process is governed under the Companies Act of 2013 and involves several legal formalities that include a board meeting, shareholders’ approval and filing with the ROC, depending on the kind of relocation.
Companies which planning to change their registered office address, Kanakkupillai offer assistance to ensure a smooth and compliant process.
Registered Office of a Company
Registered office refers to a physical location where a company has its principal place of business, which is registered with the ROC in the company’s area of incorporation. This address is where the company accepts all forms of communication, legal papers and any other official notices. It is obligatory to have a registered office, and the details regarding it must be mentioned in the instruments of formation, such as the MOA and AOA. The registered office is the official address from where all the correspondence between the company and the external authorities is conducted.
Registered Office Change Scenario
Companies can change their registered offices under various circumstances. Things differ depending on whether it is an intrastate move, interstate move, or international move. Below are the common scenarios:
- Change within the Same City, Town, or Village: Moving from one area within the confines of a city or town to another.
- From One City to Another within Same ROC Jurisdiction: Transferring from one city to another within the same municipality.
- From One ROC Jurisdiction to Another Within Same State: Transferring from one court to another in the same state.
- From One State to Another: Changing the state of incorporation or the state where the company has registered its office.
1. Process for Changing Registered Office within Same City
- Board of Directors Meeting: The Board needs to make a resolution to effect the change and to empower some company officials to do so.
- Filing with ROC (Form INC-22): According to the ROC regulation, within 15 days of the company passing a board meeting, the company must submit to the ROC the following documentation that includes the certified copy of the Board Resolution, proof of new address and utility bill as address proof.
- Updating Company Records: Wherever the company is required to present its registered office address, such as letterheads, signboards, and documents, the company has to present them to the ROC, which has to be updated after the approval of the ROC.
2. Change of Registered Office from One City to Another within the Same Regional Office Centre Jurisdiction
When a company moves its office within the same state but outside the local limits of the city, the following steps must be taken:
- Board of Directors Meeting: You should pass a resolution and approve any actions required to do so.
- Notice of General Meeting: A General Meeting must be called in order to pass a Special Resolution to approve the change.
- Filing with ROC: Upon passing the Special Resolution, prepare the following papers for the ROC MGT-14 within 15 days) and INC-22 within 15 days from the passing of the General Meeting).
- Updating Records: After approval, change the company’s address in the official records.
3. Registered Office Change from One ROC Jurisdiction to Another within the Same State
Transfer of the registered office of a company from one ROC jurisdiction to another jurisdiction within the same state is a bit more elaborate.
- Board of Directors Meeting: Sponsor a motion to move an office, sign the approval for holding a General Meeting, and make preparations for the change in the office.
- General Meeting and Special Resolution: Call a General Meeting in which the shareholders would pass a Special Resolution to approve the change.
- Filing with ROC: Filing with ROC: MGT-14 and INC-22 are two forms to be filed within the time-line mentioned by Registrar of Companies (ROC).
- Approval from Regional Director: If necessary, the request will be made to the Regional Director for an office move approval.
4. Changing Registered Office from One State to Another
Changing registered offices from one state to another is definitely a more complicated process. The steps include:
- Board and General Meeting: Accomplish pass resolutions and make the call to conduct a General Meeting in order to approve the move.
- Notice to Creditors and Regulatory Bodies: Notify the creditors and appropriate bodies, the ROC, the Chief Secretary of the state, etc.
- Application to Regional Director: Please forward the relevant documents to the Regional Director.
- Approval and Filing: After the shareholders meeting, you need to file the following forms with the ROCs, namely MGT-14, INC-23, INC-28 and INC-22.
Why choose Kanakkupillai for Registered Office Address Change Compliance?
We at Kanakkupillai are here to help you handle the business of registered office address change with ease. Our dedicated staff guarantees that your move does not violate the law and is done effectively. We are responsible for all documentation, filing, and obtaining of necessary approvals to provide compliance with the Companies Act 2013. Thus, with the help of Kanakkupillai, any reasons you have do not affect your business and legal concerns – we have got you covered.
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