Change in the registered office of any entity is not very simple, it can be done after following the proper procedure given under the companies law. It will not work like today you formed a company with a registered office in Delhi and tomorrow you can change it randomly to Mumbai. It was the demand of the company law that your actions related to the body corporate like Private Limited Company registration, OPCs, LLPs etc must be known to the Registrar of Companies which is commonly or famously known as ROC. One of the key elements of procedure to change the registered office of any corporate body is board resolution. In the current article we are going to discuss changes in the registered office of company resolution in detail, so that one who wants to change the registered address of the company can follow the same.
Meaning of Registered Address Place
Before learning about the changes in the registered office of company resolution, you must first try to understand the meaning of the registered address place. Registered address place is the place which the company shows as registered business address during the time of the registration. Proper documents have been given regarding the same address. It is also known as the principal place of the business. This place is shown on the website of the MCA as your address. It is important for the ROC as well as customers who are going to avail your products or services, hence if you want to change it you need to follow the proper procedure.
Types of Modification in the Registered Address
There are several different types of changes that can be made to the company’s registration address, including changes pertaining to Private Limited Company Registration, OPC, LLP, and so on. These kinds specify the requirements that must be met in order to change a company’s registered office. Below is a discussion of some of the typical forms of altering a company’s registration address:
- It is possible to modify a registered address while staying in the same city.
- Within the boundaries of the same state and under the jurisdiction of the same ROC, registered addresses may be altered. Registrant of Business Entities
- Changes to registered addresses are permitted within the boundaries of the same state and are managed by a separate ROC, or Registrar of Companies.
- It is possible to move a registered address inside state boundaries.
Process of Changing Registered Address of the Company
Although my current blog is about the changes in the registered office of company resolution, first we need to know about the process so that we will have an idea how changes in the registered office of company’s Board Resolution are done and when this board resolution will be required. In order to change the registered address of the company follow the steps mentioned below:
- Changes in the registered office of company’s board resolution, is the very first step towards making changes in the registered address of the company
- Shareholder Approval is the second step which needs to be obtained from the shareholders. With their approval company cannot change the address
- Filing with Government Authorities is the next step. This filing must be done as per the jurisdiction
- Publication regarding the change in the registered address is necessary so that people will be aware about the change
- Amending legal documents must be done
- Notifying Stakeholders and Government Agencies regarding the change
- Update Address, Bank and Financial Institutions of the company
- Compliance with Tax Authorities is also important
What are Changes in the Registered Office of Company Resolution?
There is a very important document of corporate bodies which is useful as a compliance as well as while taking important decisions regarding the companies and that document is known as board resolution of the company. This is a formal documentary proof regarding any decision which company had taken with the help of the board of directors. It is not something which is optional, its mandatory requirements of making any kind of change in the company. Hence for changing hence in order to make changes in the registered address of the company you need to do changes in the registered office of company resolution. Without making changes in the registered office of the company’s board resolution, you cannot make changes in the registered address of the company.
Process to Make Changes in the Registered Office of Company Resolution
In order to makes changes in the registered office of company resolution, follow the steps given below:
- Review governing documents like MOA or AOA of the company
- Board meeting notice must be given to all the directors regarding making changes in the registered office of company’s board resolution
- Conduct the Board meeting at the scheduled time and place.
- Ensure a quorum is present, as per company regulations.
- Discuss the agenda items related to changes in the registered office of company resolution
- Clearly state the resolution, providing details and context for better understanding.
- Allow directors to discuss the resolution, expressing their opinions and concerns.
- If necessary, entertain amendments to the resolution based on discussions.
- Conduct a vote on the changes in the registered office of company resolution
- Clearly, specify whether it’s a show of hands or a formal ballot.
- Record the names and votes of each director.
- Assess whether the resolution is passed or rejected based on the majority vote.
- Prepare the Board resolution document, including details like resolution title, date, and a concise description.
- Clearly outline the decision taken and any specific actions to be implemented.
- Obtain the signature of the Chairperson of the meeting on the resolution document.
- Share the resolution with all directors, whether they were present at the meeting or not.
- File a copy of the resolution in the company records.
- Maintain proper documentation for future reference.
- If the resolution involves external stakeholders, communicate the decision to relevant parties as required.
Conclusion
Changing the registered office of a company is a significant process governed by legal procedures. The registered office serves as a crucial aspect of a company’s identity, and any modifications require adherence to specific steps. The process involves obtaining shareholder approval, filing with government authorities, publication of the change, amending legal documents, and notifying stakeholders. The pivotal role in effecting these changes lies in the “Changes in the Registered Office of Company Resolution,” a formal document capturing the decision taken by the board of directors. This resolution, essential for compliance and decision-making, undergoes a meticulous process, including board meetings, discussions, voting, and documentation. Following these steps ensures a systematic and legally compliant alteration of the company’s registered office.
