CHANGE IN REGISTERED OFFICE

A business moving its activities from one location to another is known as a change of registered office. The procedure of changing the company’s registered office must be communicated to the registrar and the relevant stakeholders.

For the public and the company’s stakeholders to be aware of the registered office of the business, it must be posted in a legible format. The Companies Act of 2013 has a provision relating to a change of office. All firms must have a registered office according to Section 12 of the Companies Act of 2013.

Change Registered Office

Within 30 days of the company’s operations beginning or at the time of formation, this compliance must be completed. According to the Companies Act of 2013, a registered office is a place of business where all correspondence can be forwarded to the company.

The company must maintain a registered office in accordance with the Memorandum of Association (MOA) to conduct business related to the company’s transactions. When submitting Form INC-22 to the Registrar of Companies, the notice identifying the registered office must be included (ROC).

OBJECTIVES OF CHANGE IN REGISTERED OFFICE

 

  1. Adopt the board resolution: At the board meeting, adopt a resolution endorsing the object clause. The meeting will authorize a director or the company secretary to sign, certify, and file the necessary paperwork with Roc. The Board of Directors will also decide on the date, time, and location of the members’ Extraordinary General Meeting.
  2. Special EGM resolution: A special resolution will be approved by the members during the EGM. specific language in a special resolution passed A corporation must disclose certain information and adopt a special resolution if it has raised money from the public by issuing prospectuses and has some unutilized funds as a result.
  • Members will vote by mail to approve a special resolution. The information will be included in a message sent to members.
  • Money received in total (from the public by issuing a prospectus.
  • Total amount spent on the goals listed in the prospectus
  • Unused funds from the overall amount of funds raised by releasing prospectuses
  • Information on the planned modification to the items
  • Justification for the object changes
  • The amount suggested used in the creation of the new objects
  • The estimated effect of the proposed modification on the company’s profits and cash flow
  • Additional pertinent information
  • the location where interested parties can get a copy of the notice of the proposed resolution.
  • The special resolution will be printed in two local newspapers, one in the company’s registered office city, one in English and one in the local language.
  • SR will also be posted on the business’ website.
  • The promoters and other shareholders will provide dissenting shareholders the chance to leave if they vote against the object clause resolution.
  • Unless the company has received no outside funding or all its existing funding has been used, the corporation would then simply need to adopt a specific resolution and would not be compelled to disclose anything.

MGT-14 will be submitted to Roc

  1. After the EGM approves the special resolution, the company secretary or authorized director must submit Form MGT-14 to the Roc. Besides MGT-14, the following documents must also be submitted:
    • Authenticated copy of the unique resolution
    • Extraordinary General Meeting Notice (EGM)
    • A detailed explanation of the notice
    • Modified Articles of Association

     

    • New certificate of incorporation is issued

    The change in object clause will be registered by the Roc by issuing a new certificate of incorporation after they have reviewed MGT-14 and are satisfied. A new certificate of incorporation must be issued by the Roc before the object clause amendment is finalized.

    • Adding the object clause to the MOA and AOA

    The object clause must be included in all copies of the Memorandum of Association when the Roc issues the certificate of incorporation.

TYPES OF CHANGES IN REGISTERED OFFICE

After a while, a company could seek to relocate. Any changes to a company’s registered office must be notified in advance. The corporation must adhere to the rules laid out by MCA to alter its address.

  • Located in the same city
  • a state and ROC all at once
  • In the same state, to other ROC
  • switching between states

Within the same city, the registered office has changed

  • The business must first call a board meeting and pass a resolution regarding it.
  • The business must submit a form INC22 to the MCA. It must be submitted 30 days after the board resolution has been approved.
  • The rental agreement, NOC from the owner, and utility bill used to prove the business address must all be attached.

Changing the registered office address to one in the same state but under a different ROC

If a firm wants to move its registered office from one ROC to another, it must apply for the Regional Director’s approval using the format specified in Form INC-23. Within 60 days of the Regional Director’s confirmation of the change, the identical confirmation must be submitted to the ROC. The ROC must validate the address change within 30 days after filing.

Change of address in the same state but different ROC

There are two company registrars in large states like Maharashtra and Tamil Nadu. It occasionally happens that the ROC also changes when the company’s address does. Thus, there is carried out differently when such a shift occurs.

new address in a different state

The process for moving the registered from one state to another differs slightly from other processes. As the registered office address changes, so does the company’s MOA.

  • A board meeting must be held to approve a resolution to summon an emergency general meeting.
  • To amend the MOA and the registered office address, a specific resolution must be approved at the EGM. Within 30 days, the MCA must receive the resolution and file it in MGT14.
  • A maximum of 30 days prior to the date an application is submitted to the regional director, the company must publish an advertisement regarding the relocation of the office. It ought to be released in at in an English newspaper, or at the very least, in the local paper.
  • Additionally, the corporation must notify any existing or potential debenture holders, creditors, and other regulatory authorities that may be relevant to the company.
  • To change the registered office, a request must be made in writing to the regional director and include the necessary paperwork.
  • If an objection is raised, the Central government will hold a hearing and issue the required orders. The order will be made without a hearing if there are no objections.
  • The corporation has 30 days from the date of the order to file the confirmation that it got from the RD to the ROCs.
  • 30 days later, it is necessary to submit form INC-22 to the ROC along with the requisite paperwork.

NOTICE AND VERIFICATION OF CHANGE OF SITUATION OF THE REGISTERED OFFICE

Form INC 22 must be filled out, along with the required fees, and attached to the aforesaid form with the notice of the change in registered office address and the verification of the same. Section 12’s sub-section (2) specifies the papers and the procedure for verifying them.

When submitting Form INC-22, the supporting documentation must be in the prescribed format and be used to verify the registered office of the business as well as to provide notice of the registered office at the time of incorporation and every time it changes. The following list includes the documents that must be validated for the registered office

Suppose the owner of the registered office corporation itself, a property conveyance deed must be filed with the company.

The lease deed, the rent agreement, and the rent receipts are necessary if the registered office is leased or rented. There should be no more than one month’s worth of rent receipts.

If the Director or another person owns the property and the company is not leasing the space, the company must include documentation proving that it has permission to use the location as its registered office. Then, this can serve as the owner’s “No Objection Certificate.”

In all situations, copies of the utility bills listed below should also be included. The legislation must bear the company’s name and the address that serves as the business’s registered address. Bills should not be more than two months old.

Telephone bill, mobile bill, electricity bill, Fuel Cost

It is necessary to pass resolutions like the board resolutions and the special resolution.

If the registered office is moved to a location that is not on the local list of the city, municipality, or village where it is now located, a Special resolution must be approved by the membership at a general meeting.

To permit the director’s authorization, the board must adopt a resolution. After that, Form INC-22 must be turned in.

The process for altering the registered office’s address is finished once all the forms submitted to the MCA have been approved. A business must update the address in all the necessary locations. a fresh address PAN, TAN, bank accounts, any other registrations, licenses, and modifications in each MOA should all be altered.

IMPORTANCE OF REGISTERED OFFICE

Declaring the company’s registered office and submitting the necessary paperwork are both crucial when forming a Private Limited Company. The following list of documents must be given when declaring a company’s registered office during the company’s incorporation:

  • Electricity bill, water bill, and receipt for property taxes.
  • If the property is rented, the landlord must give his or her NOC.
  • The rent or lease contract between the landlord and the business.

The landlord’s NOC certificate and the rental agreement must perfectly match the name and address on the power bill, water bill, and property tax receipts. The registered office does not have to be a business or industrial property. Furthermore, the registered office cannot be located on a structure that is being built. It is possible for a company’s registered office to be a home.

If the business does not choose its registered office before applying for formation. The Companies Act of 2013 also gives the corporation the option of announcing a temporary address. Within 15 days of incorporation, the registered office of the firm must be indicated by filing INC22.

POST COMPLIANCE OF CHANGE IN REGISTERED OFFICE

  • Post a broad announcement about the change in the registered office in the newspaper.
  • Place the registered office sign in a prominent area of the company that is open to the public. In accordance with section 12(3) (a) of the 2013 Companies Act, certain requirements must be met. The information must be shown in a format that is both clear and readable where the new office is registered.
  • Make modifications to all business correspondence, including emails, letterheads, invoices, and written documents. All firm materials must include the new office address. According to section 12(3)(c) of the 2013 Companies Act, the corporation must adhere to certain standards.
  • The company’s bank accounts must be instantly updated.
  • The Business accordance with the regulations of the Income Tax Authorities, PAN and TAN numbers must also be updated.
  • Every other authority needs to be updated. The securities organizations, financial regulators, utility services authorities, and other authorities will fall under this category.

 

DOCUMENTS REQUIRED IN CHANGE IN REGISTERED OFFICE

  • Copies of the Special Resolution Concerning the Change in Registered Office
  • Copies of the Memorandum of Association (MOA) – The copies of the MOA must reflect any changes made to reflect the company’s new registered office.
  • General Resolution Related to the Alteration Minutes.
  • A replica of the company’s power of attorney or board resolution.
  • Information on the Company’s creditors.
  • Information pertaining to the Company’s debt holders.
  • Land documents or a lease agreement for the registered office
  • If the property is leased out, the landowner must sign a no objection certificate.
  • Authentication of the property’s ownership.
  • Utility bills for things like gas, water, electricity, or telephone.
  • Any additional paperwork that the ROC may require.
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