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As per Section 12 of the Companies Act, 2013, every company or LLP must have a registered office either at the time of incorporation or within 30 days of registration. The registered office is considered the official address of the business and serves as the primary point of contact for the Ministry of Corporate Affairs (MCA), where all official communications and notices are sent. Any change in this address must be duly reported to the Registrar of Companies (RoC) or MCA.
While a company may operate from multiple locations such as corporate offices, branch offices, or administrative offices, only the registered office address needs to be notified to the MCA. Changes or updates to other office addresses do not require intimation to the RoC or MCA.
The compliances for changing a company’s registered office vary depending on whether the move is within the same ROC or under a different ROC.
If the registered office is shifted within the jurisdiction of the same Registrar of Companies, the compliance requirements are simpler.
(a) Within the Same City, Town, or Village
Pass a Board Resolution approving the change.
File Form INC-22 with the ROC within 15 days of passing the resolution.
The Board of Directors must pass a resolution to call an Extraordinary General Meeting (EGM).
A Special Resolution must be passed by the shareholders approving the change.
File Form INC-22 and Form MGT-14 with the ROC within 30 days of passing the special resolution.
When the registered office is shifted from the jurisdiction of one ROC to another (even within the same state), the compliance process becomes more detailed and requires additional approvals.
A company may decide to change its registered office address under different circumstances. However, every such change must follow the prescribed procedure laid down by the Ministry of Corporate Affairs (MCA). Failing to comply can lead to penalties.
Broadly, changes in the registered office address are classified into four categories, each having its own process:
Convene a Board Meeting and pass a resolution for the change.
File Form INC-22 with the MCA within 30 days of passing the resolution.
Submit proof of new business address along with a No Objection Certificate (NOC) from the property owner.
Applicable in states with multiple ROCs (e.g., Maharashtra, Tamil Nadu).
A different procedure is followed in this case compared to changes within the same city.
Apply for approval from the Regional Director by filing Form INC-23.
After the board resolution is passed, it must be filed with the ROC within 60 days.
The address change is updated within 30 days of filing the application.
This is the most detailed process as it involves amending the company’s Memorandum of Association (MOA).
Steps include:
Hold a Board Meeting and pass the resolution.
Update the MOA with the new address details.
File Form MGT-14 with the MCA within 30 days.
Publish an advertisement about the change in both vernacular and English newspapers at least 30 days before the application date.
Send notices to creditors and stakeholders.
Inform the Regional Director by submitting the required documents.
If objections are raised, a hearing with the Central Government may be scheduled.
Once approval is granted, the ROC updates the registered office address within 30 days of the order.
Finally, file Form INC-22 with the ROC along with the necessary documents.
When a company shifts its registered office to another ROC’s jurisdiction within the same state, the following compliances must be followed:
The Board of Directors must pass a resolution to convene an Extraordinary General Meeting (EGM).
At the EGM, a Special Resolution must be passed by the shareholders.
The resolution must be filed with the ROC in Form MGT-14 within 30 days of its passing.
At least one month before applying, the company must publish a public notice in newspapers announcing the change of registered office.
Debenture holders, creditors, and depositors must be individually notified within 21 days of receiving the notice, so they can raise objections (if any) with the Regional Director.
After completing the notice requirements, the company must file an application with the Regional Director using Form INC-23.
If satisfied, the Regional Director will issue confirmation within 30 days of receiving the application.
The company must then file this confirmation with the ROC within 60 days.
The ROC will issue its own confirmation of the change within 30 days.
The ROC’s order will serve as proof that all legal provisions under the Act have been duly complied with.
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