Change Address

Overview

The registered office is the official address where a company receives all its correspondence. A company may have various offices, like a corporate or branch office, but the registered office must be filed with the Ministry of Corporate Affairs. The company’s founders choose the registered office’s location, which is made official through the submission of form INC 22.

Subsequent changes to the registered office must be reported to the Registrar of Companies (ROC). The company’s legal residence is linked to its registered office, and the ROC jurisdiction is based on this location. Any modifications to the registered office’s address need to be communicated to the ROC within 15 days.

Why Change

There can be several reasons why a company may need to change its office address. The most common reasons are:

1. The current office space is too small and cannot accommodate the growing workforce.
2. The company has outgrown its current location and requires a larger space to operate.
3. The company is relocating to a different city or state for better business opportunities.

Registered Office Declaration at Company Formation

Declaring the registered office is essential during a company’s incorporation. For establishing your company’s registered office, submit the following documents:

• Water Bill/Electricity Bill
• Property Tax Receipt
• Landlord’s NOC for Registered Office
• Lease agreement with the company

Ensure the name and address on utility bills and property tax receipts are consistent with the landlord’s NOC and lease agreement. A registered office cannot be a vacant plot or an unfinished building. However, the registered office need not be a commercial or industrial property; a residential property is also acceptable.

Variations of Registered Office Address Alterations

• Relocation of a Private Limited Company’s registered office within the same state.
• Movement of a Private Limited Company’s registered office within the same state but to a different city, town, or village, under the same Registrar of Companies (ROC).
• The transition of a Company’s registered office within the same state but from one ROC’s jurisdiction to another’s.
• Shift of a Private Limited Company’s registered office from one state to another, or from the jurisdiction of one ROC to another ROC.

Procedure for Modifying Registered Office Address

To change the office address of a company, the following steps need to be followed:

Change within the same state for a Private Limited Company

The following steps are taken when the registered office of a Private Limited Company moves within the same state:

• A Board meeting is held to decide on the change.
• The applicant must file Form INC-22 with the ROC within 15 days after the resolution is passed.

Documents to accompany Form INC-22:

• A copy of the new registered office address.
• Current Utility Bills (not more than 2-3 months old).
• NOC from the property owner regarding the use of the premises.

Procedure for Relocating a Private Limited Company’s Registered Office Beyond Local Limits

When a Private Limited Company relocates its registered office beyond the local city, town, or village limits, the following steps are taken:

• A board meeting is held to set the specifics of the Extraordinary General Meeting (EGM).
• The EGM passes a resolution regarding the change in the registered office address.
• Form MGT-14 is filed with the Registrar of Companies within 30 days of the resolution.
• Required documents for Form MGT-14:
  • A certified copy of the resolution.
• Form INC-22 must be filed with the Registrar of Companies within 15 days after the resolution.
• Necessary documents for Form INC-22:
  • A copy of the new registered office address.
  • A recent utility bill (not older than two months).
  • NOC from the owner for the use of the premises.
  • A special resolution is also required.

Documents Required

The following documents are required to change the office address of a company:

• Certified True Copy of the EGM notice.
• Certified True Copy of the resolution passed at EGM.
• EGM minutes.
• Newspaper advertisement copies.
• Altered MOA copy.
• An affidavit verifying the application.
• A list of creditors and debenture holders entitled to object.
• Declarations from Key Managerial Personnel and two Directors confirming no default in payments to workmen.

• Upon receiving the Regional Director’s confirmation within 30 days of the application, file Form INC-22 with the ROC, attaching:
  • The new registered office address.
  • Current utility bills.
  • NOC from the property owner.
• For relocating from one state to another or across ROC jurisdictions, follow a similar process, including publishing notices and obtaining a no-objection certificate from the Regional Director within 21 days. After confirmation, file Form INC-28 with the ROC within 30 days of the order.

Process

The process of changing the office address of a company can take up to 30 days, depending on the time taken by the RoC to verify the new office address. Once the new address is updated in the RoC’s records, the company can start operating from the new office address.

Note: It is important to update the new office address with other government departments such as GST, Income Tax, and others.

If you require any assistance in changing your company’s office address, contact our experts at Corporate Raasta Consulting.

Benefits

Changing the office address of a company can provide the following benefits:

1. Better business opportunities in a new location.
2. A larger office space to accommodate the growing workforce.
3. Reduction in overhead costs by moving to a new location with lower rent or better infrastructure.
4. Access to a new market and customer base.

Guidelines for Shifting a Company’s Registered Office

Across ROCs, Within the Same State For a private limited company to change its registered office from one ROC to another within the same state, the following procedures, as per the Companies Act, 2013, are to be adhered to:

• Conduct a Board meeting to finalize the details for an Extraordinary General Meeting (EGM).
• At the EGM, pass a special resolution for the amendment of the MOA and relocation of the Registered Office.
• Publish an advertisement in both an English and a Vernacular newspaper detailing the new address of the registered office.
• File Form MGT-14 with the company’s ROC within 30 days after the resolution.
• Submit an application to the Regional Director using Form INC-23.
• Publish a notice in a daily newspaper in both English and the principal language of the district where the registered office is located.
• Send individual notices to each debenture holder, depositor, and creditor of the company, informing them of the application and stating that their interests may be affected by the proposed MOA alteration.