Section 12 of the Companies Act, 2013 states that every company is required to establish and maintain its registered office within 30 days of its incorporation. It also mandates the company to consistently maintain this registered office, ensuring that it serves as the designated address for all official communications and notices directed towards the company. In this blog, we shall see the process and documents needed for change in registered office of company within local limits.
Understanding Registered Office of a Company
The registered office of a company denotes the officially recorded address of the firm as entered in the register safeguarded by the registrar of companies. In accordance with Section 12 of the Companies Act, 2013, preserving the authenticity of the registered address is imperative. This address must be an actual location and meet the criteria for receiving official communications from the government headquarters. The term “Change in Registered Office of Company Within Local Limits” pertains to the procedural relocation of a company’s registered office from one address to another within the same city or town.
Legal Importance of the Registered Office in a Company
The registered office of a company holds substantial legal importance for various reasons:
1. Jurisdiction of Court for Litigation Matters:
The registered office serves as a vital factor in determining the jurisdiction of courts for litigation matters. It establishes the legal venue where the company can be sued or where legal proceedings can be initiated against the company.
2. Jurisdiction for Payment of Stamp Duties:
The location of the registered office is vital in determining the jurisdiction for the payment of stamp duties. This ensures compliance with relevant regulations and facilitates the proper assessment and payment of stamp duties.
3. Inspection of Registers and Records:
The registered office is the designated place for maintaining various registers and records, as mandated by the Companies Act, 2013, and other applicable laws. Authorities, shareholders, and other stakeholders are entitled to inspect these documents at the registered office, ensuring transparency and legal compliance.
4. Determination of Residential Status:
The registered office is instrumental in determining the residential status of the company. This information is essential for legal and regulatory purposes, as it clarifies the geographical location where the company is officially based.
So, the registered office of a company is not only a formal requirement but also a legal necessity that plays a vital role in defining jurisdiction, facilitating regulatory compliance, and ensuring transparency in corporate operations.
Rules for Change in Registered Office of Company Within Local Limits
Change in registered office of company within local limits can be advantageous for a company, providing a more accessible and convenient location for both customers and employees. The process of change in registered office of company within local limits requires adherence to specific rules and procedures.
The confirmation of the registered office address change must be documented using Form No. INC.22. Additionally, the required payment needs to accompany the submission.
Required Documents for Change in registered office of company within local limits
To support the change in registered office of company within local limits, the following documents are essential:
1. Company Registration Documents: Documents related to the registration of the company.
2. Notarised Lease or Rent Document: A notarised paper of the lease or rent document in the name of the firm, along with a rent certificate not exceeding one month.
3. Permission from Landlord or Evidence of Possession: Proof of permission from the landlord or approved evidence of possession or residence permit, allowing the firm to use the premises as its registered office.
4. Utility Assistance Proof: Evidence of utility assistance, such as telephone, gas bill, electricity bill, etc., illustrating the address of the assumptions in the name of the landlord or statement, not older than two months.
Procedure for Change in Registered Office of Company Within Local Limits
The process of changing the registered office of a company within local limits is a straightforward process, and it does not necessitate approval from shareholders or creditors. It involves these steps:
Step 1- Board Meeting or Board Determination
1. Conduct a Board Meeting or Pass a Board Determination:
Discuss and initiate the change in the registered office within regional limits.
Approval by the Company Secretary, Chief Financial Officer, or any director to formally address the change of registered office with the registrar.
2. Documentation for Board Meeting:
For registered firms, provide details of the board meeting and resolution regarding the address change.
For listed companies, submit the document to stock exchanges within 24 hours of the board conference and publish it on the firm’s website within 2 working days.
Step 2- Filing with the Registrar
1. File INC-22 Form:
Submit the report of the change of the registered office in Form INC-22 to the registrar within 30 days of the alteration.
Include necessary statements and payments along with the form.
Step 3- Updating Address Details
1. Update Office Address:
Change the existing registered office address on all office signboards and locations where the company operates.
2. Update Business Documents:
Modify the address on all business notes, billheads, and official documents.
Step 4- Notifications to Relevant Authorities
1. Inform Important Authorities:
Notify the relevant administrations wherever the firm is registered about the modification in the registered office.
By following these steps, a company can efficiently execute a change in its registered office within local limits.
Final Thoughts
The change in registered office of company within local limits offers a clear and efficient process for adapting to evolving business needs. By empowering boards to make these decisions without extensive shareholder or creditor involvement, the procedure enhances organiational agility. The submission of Form INC-22 within the stipulated 30-day period, coupled with updating official documents and promptly notifying pertinent authorities, ensures legal compliance and a seamless transition. This flexibility in adjusting the registered office location within the local jurisdiction allows companies to strategically position themselves for operational optimisation, fostering growth and adaptability in response to dynamic business environments.
