The registered office of a company is its primary location officially registered with the Registrar of Companies. As per Section 12 of the Companies Act, 2013, it is essential to declare the registered address of the company, which must be a valid address capable of receiving official communications from government authorities. In this blog, we shall learn about change in registered office of company within state.
Compliances for Change in Registered Office of Company Within State but Different ROC
The following compliances are necessary when undergoing change in registered office of company within state but different ROC:
1. Board Conference and EGM Determination:
The initial step involves conducting a board conference to decide and enact a resolution for naming an Extraordinary General Meeting.
2. Special Resolution at EGM:
During the EGM, the firm is required to pass a special resolution approving the decision to shift the registered office.
3. Filing Form MGT-14 with ROC:
Within 30 days of passing the special resolution, the firm must file Form MGT-14 with the Registrar of Companies to officially record the alteration in the registered office.
4. Submission of Form INC-23 to Regional Director:
Form INC-23 needs to be submitted to the regional director a month prior to filing the petition with the regional director, seeking approval for changing the registered office from one ROC jurisdiction to another within the state.
5. Publication in Magazines:
The firm is required to publish information about the shift of its office in a daily English newspaper and in a vernacular language newspaper of the area where the company’s registered office is situated.
6. Individual Notice to Stakeholders:
Individual notices must be sent to each depositor, debenture proprietor, and creditor of the firm. The notice should indicate whether their interests will be affected by the proposed changes in the Memorandum of Association.
7. Expression of Opposition:
Stakeholders have 21 days from the date mentioned in the notice to express their opposition to the regional director.
8. Regional Director’s Approval:
If no objections are raised by the regional director within the specified time frame, an authorisation notice will be issued within 30 days from the certificate of the petition.
9. Filing Authorisation with ROC:
The firm is required to file the authorisation of the regional director with the ROC using Form INC-22 within 60 days from the issuance of the authorisation certificate.
Compliances After ROC Authentication for Change in Registered Office of Company Within State
Mentioned below are the compliances after ROC authentication for change in registered office of company within state:
1. Public Notice in Newspaper:
The company is required to publish a common notice in a newspaper to inform all partners and stakeholders about the relocation of the company’s registered office.
2. Update MOA and Display at Premises:
Publish the new Memorandum of Association and prominently display the changed address outside every department, facility, etc., where the company conducted its business.
3. Update Business Correspondence:
Modify the old address on all business letterheads, letters, statements, billheads, receipt formats, and other official documents with the new registered office address.
4. Update Address with Banks:
Revise the new registered office address with all banks and financial institutions where the company maintains its bank accounts.
5. Petition to Income Tax Authority:
File a petition with the income tax authority to update the company’s address in Tax Deduction and Collection Account Number and Permanent Account Number.
6. Update Address with Utility Service Providers:
Update the company’s new address with utility service providers such as telephone and internet bills, and electricity providers.
7. Notify Administration Councils:
Inform administration councils, including customs authorities, service tax community, and sales tax authorities, about the company’s new address.
Penalty for Non-compliance Regarding Registered Department Requirements Under the Act
A firm must adhere to all the requirements outlined in the Act. Failure to comply with the provisions of the Act will lead to penalties. The firm and every individual in default will be held accountable for a daily penalty ranging from Rs. 1000 to a maximum of Rs. 1 lakh for violations under the said Act.
Situations Under Which a Company Can Undergo Change in Registered Office of Company Within State
Companies may find it necessary to undergo change in registered office of company within state based on decisions made by stakeholders and the board of directors. The flexibility to alter the registered office allows for adjustments to better suit the company’s needs. Various situations may prompt the change of the registered office, including:
1. Rapid Growth and Inadequate Infrastructure:
If a company is experiencing significant growth and the existing office infrastructure and location are no longer suitable, the stakeholders and board of directors may decide for change in registered office of company within state to a more accommodating space.
2. Leased Premises and Office Location Change:
In cases where a company’s office or premises are situated on leased land, the board may decide for change in registered office of company within the state by relocating to another office area at the end of the lease term.
3. Expansion Beyond Geographic Boundaries:
A company planning to expand its business beyond current geographic boundaries for industry development may opt to change the position of its registered office to an area with better market opportunities.
4. Subsidiary or Funding by Another Firm:
When another firm is subsidising the company or there is a significant financial investment from an external entity, the registered office address may be required to change in alignment with the new strategic direction or partnership.
The decision to change the registered office address is a strategic one and is typically made in the best interest of the company’s growth, operational efficiency, or compliance with specific business goals.
Final Thoughts
The process for change in registered office of company within state is a vital aspect of corporate governance. Whether driven by rapid growth, strategic expansion, or operational considerations, this decision reflects the dynamic nature of businesses. Compliance with legal procedures, such as board resolutions, shareholder approvals, and filing requisite forms with regulatory authorities, ensures a smooth transition. Beyond the legal framework, updating communication materials, notifying stakeholders, and aligning with administrative bodies contribute to a seamless relocation. Adapting the registered office to meet evolving business needs exemplifies a company’s agility and commitment to optimal performance within the ever-changing business world.
