Changing the registered office of a company is a significant administrative and legal undertaking that requires meticulous attention to compliance measures. There are several compliances for changing the registered office of a company. A business must have a registered office within 30 days of creation and subsequently for the duration that the company is in existence, according to Section 12 of the Companies law that is the Companies Act of 2013. The corporation can receive all correspondence and notices delivered to it at its registered office.
The circumstance clause of the company’s memorandum of association mentions the Registered Office address. The Registrar of Companies must receive notice of the precise address of the company’s registered office. In order to make any change in the registered address of the company, the company needs to fulfill all the compliances for changing the registered office of a company as per the Companies Act of 2013.
Types of Changes in the Registered Office
When it comes to modifying the company’s registration address, there are numerous sorts of modifications, whether the change is about the Private Limited Company Registration, OPC, LLP etc. According to these types, compliances for changing the registered office of a company needs to be fulfilled. Some of the common types of the changing registered address of the company are discussed below:
- Registered addresses may be changed within the limits of the same city.
- Registered addresses may be changed within the limits of the same state and under the control of the same ROC that is Registrar of Companies
- Registered addresses may be changed within the limits of the same state and under the control of the different ROC that is Registrar of Companies
- Registered addresses may be changed from the limits of one state to another state.
Types of Compliances for Changing the Registered Office of a Company
Some of the common compliances for changing the registered office of a company according to the types of the change one is making are mentioned below:
Compliances for Change in the Office within the Same City
- Out of the various compliances for changing the registered office of a company, one is to obtain approval through a board resolution for the change in the office address within the same city.
- If the change involves altering the registered office clause in the Memorandum of Association, pass a special resolution at a general meeting.
- File the notice of the change of registered office with the RoC within 15 days of the resolution.
- File Form INC-22 with the RoC for intimating the change in the registered office address within the city.
- If applicable, update the Memorandum and Articles of Association to reflect the new office address.
- Ensure compliance with local municipal laws regarding the change of office address.
- Notify other authorities, such as the income tax department, GST authorities regarding GST Registration, and any other regulatory bodies about the change in the registered office.
- Modify the company’s letterheads, visiting cards, and the official website with the new office address.
- Display a notice of the change of registered office outside the old and new office premises for public awareness is also one of the important compliances for changing the registered office of a company
- Inform the company’s bank about the change in the registered office and update necessary bank records.
- If the business requires specific local licenses, update those registrations with the new office address.
- Communicate the change in the office address to the members, directors, and other stakeholders.
- Ensure that the RoC records are updated with the new office address, and obtain the updated Certificate of Incorporation.
- Keep a record of all documents related to the change of office address for future reference.
Compliances for Change in the Offices within Same State Under Same ROC
- Obtain approval through a board resolution for the change in the office address within the same state.
- If altering the registered office clause in the Memorandum of Association, pass a special resolution at a general meeting.
- File a notice of the change of registered office with the RoC within 15 days of the resolution.
- File Form INC-22 with the RoC for intimating the change in the registered office address within the state is one of the crucial compliances for changing the registered office of a company
- If applicable, update the Memorandum and Articles of Association to reflect the new office address.
- Ensure compliance with local municipal laws regarding the change of office address.
- Notify other authorities, such as the income tax department, GST authorities, and any other regulatory bodies about the change in the registered office.
- Modify the company’s letterheads, visiting cards, and the official website with the new office address.
- Display a notice of the change of registered office outside the old and new office premises for public awareness.
- Inform the company’s bank about the change in the registered office and update necessary bank records.
- If the business requires specific local licenses, update those registrations with the new office address.
- Communicate the change in the office address to the members, directors, and other stakeholders as a part of the compliances for changing the registered office of a company
- Ensure that the RoC records are updated with the new office address, and obtain the updated Certificate of Incorporation.
- Keep a record of all documents related to the change of office address for future reference.
Compliances for Change in the Offices within Same State Under Different ROC
- Obtain approval through a board resolution for the change in the office address within the same state.
- If altering the registered office clause in the Memorandum of Association, pass a special resolution at a general meeting.
- File a notice of the change of registered office with the current RoC within 15 days of the resolution.
- File Form INC-22 with the current RoC for intimating the change in the registered office address within the state.
- File Form INC-22 with the new RoC for approval of the change in the registered office address.
- If applicable, update the Memorandum and Articles of Association to reflect the new office address as a part of the compliances for changing the registered office of a company
- Obtain a NOC from the present Registrar of Companies i.e RoC, confirming there are no objections to the change.
- Ensure compliance with local municipal laws regarding the change of office address in the new location.
- Notify other authorities, such as the income tax department, GST authorities, and any other regulatory bodies about the change in the registered office.
- Submit the updated MOA and AOA to the new RoC along with the necessary forms.
- Display a notice of the change of registered office outside the old and new office premises for public awareness.
- Inform the company’s bank about the change in the registered office and update necessary bank records.
- If the business requires specific local licenses, update those registrations with the new office address.
- Communicate the change in the office address to the members, directors, and other stakeholders.
- Ensure that the RoC records are updated with the new office address, and obtain the updated Certificate of Incorporation from the new RoC.
- Keep a record of all documents related to the change of office address for future reference under the compliances for changing the registered office of a company
Compliances for Change in the Offices from One State to Another State
- Obtain approval through a board resolution for the change in the registered office from one state to another.
- Pass a special resolution at a general meeting for altering the registered office clause in the Memorandum of Association.
- File a notice of the change of registered office with the current RoC within 15 days of passing the resolution.
- File Form MGT-14 with the RoC, seeking approval for the alteration in the Memorandum of Association.
- File Form INC-22 with the RoC for approval of the change in the registered office address from one state to another.
- Publicize an announcement of the change in the registered office in a state-wide newspaper that is widely read.
- Obtain a No Objection Certificate from existing creditors, banks, and other relevant authorities for the change.
- Ensure compliance with local municipal laws regarding the change of office address in the new state.
- In order to reflect the new office address in the new state, amend the Memorandum and Articles of Association.
- Notify other authorities, such as the income tax department, GST authorities, and any other regulatory bodies about the change in the registered office.
- Inform the company’s bank about the change in the registered office and update necessary bank records.
- Complete necessary registrations in the new state, including obtaining a new Permanent Account Number (PAN) and Goods and Services Tax (GST) registration.
- Communicate the change in the office address to the members, directors, and other stakeholders.
- Display a notice of the change of registered office outside the old and new office premises for public awareness.
- Ensure that the RoC records are updated with the new office address in the new state.
- Keep a record of all documents related to the change of office address for future reference.
Conclusion
Changing a company’s registered office address involves a multifaceted process encompassing legal, administrative, and regulatory procedures. Out of which one is compliance. There are many compliances for changing the registered office of a company, and all of them need to be fulfilled. Adherence to these compliance measures is vital to ensure the process legality, transparency to stakeholders, and alignment with regulatory frameworks. Each step must be meticulously executed to ensure a smooth and legally valid transition of the registered office address. In the above current blog we have discussed all the compliances for changing the registered office of a company, hope this will be helpful for you.
