The registered office of a company serves as the primary location where all authorised reports and crucial information related to the company are directed. The process of changing the registered office address involves dealing through various legal procedures. Besides the registered office, a company may have additional departments, including a corporate office, executive office, district office, and manufacturing plants.
The registered office needs to be officially registered with the Ministry of Corporate Affairs. The proponents of the company finalise the location and details of the registered office. Once the registered office is established, any subsequent changes must be communicated to the Registrar of Companies by filing the requisite form, INC 22. This ensures proper documentation and compliance with legal regulations. In this blog, we shall see the documents required for change in registered office of company.
Reasons for Change in Registered Office Address
Before going into the documents required for change in registered office of company, let us understand the reasons for such change. In the corporate realm, decisions regarding the registered office address are pivotal and can be influenced by various factors. The authority to make such changes lies with the stakeholders and the committee of directors, who play a significant role in determining the location of the registered office.
Factors For Change in Registered Office Address
Several circumstances may prompt a firm to contemplate relocating its registered office:
1. Rapid Growth and Inadequate Infrastructure
Companies experiencing rapid growth may find that their current office space and infrastructure no longer suit their needs. In such cases, a change in the registered office address becomes a strategic move to align with the company’s expansion.
2. Lease Renewal Considerations
The conclusion of a lease or rental agreement is another situation that may lead a company to reconsider its registered office address. If planning to relocate to a better locality upon lease renewal, changing the registered office becomes a logical decision.
3. Business Expansion and Employment Growth
Firms with plans for business expansion, especially those aiming for employment growth, might choose to change their registered office to an area conducive to exploring new opportunities and accommodating a larger workforce.
4. Acquisition by Another Firm
In the event of a firm being acquired by another entity, a change in the enrolled office address is inevitable. The acquiring firm typically imposes its registered office location, necessitating the alteration for legal and administrative alignment.
List of Documents Required for Change in Registered Office of a Company
Ensuring compliance with regulatory procedures, notifying the Registrar of Companies about the registered office is a critical step during the incorporation period. To facilitate this process, it is imperative to furnish the following essential documents required for change in registered office of company:
1. Gas Bill/Electricity Bill:
Submission of the latest gas bill or electricity bill is a prerequisite. This is one of the important documents required for change in registered office of company serves as evidence of utility services connected to the registered office.
2. Possession Tax Receipt:
The possession tax receipt for the premises of the registered office is another one of the crucial documents required for change in registered office of company. This receipt substantiates ownership or possession of the office space.
3. No Objection Certificate from Owner:
A NOC obtained from the owner of the registered office is mandatory. This certificate signifies the owner’s consent for the company to utilise the specified premises as its registered office.
4. Lease Agreement between Owner and Firm:
Submission of the lease agreement between the owner of the premises and the firm is essential. Such documents required for change in registered office of company outline the terms and conditions of the lease, formalising the company’s right to use the office space.
It is imperative to ensure consistency in the information provided across the submitted documents. Specifically, the name and address on the electricity bill, gas bill, and possession tax receipt should match the details on the NOC receipt from the property owner and the lease agreement.
Additionally, it is essential to note that facilities under construction are not permissible as registered office locations. While there is no restriction on declaring a registered office as a retail or industrial commodity, a residential property can also serve as a valid registered office for a company. Compliance with these documents required for change in registered office of company is crucial for a seamless and lawful change in the registered office address of a company.
Changing a Private Limited Company’s Registered Office Within the Same State
In instances where a private limited company needs to alter the address of its registered office within the confines of the same state, the following method is employed:
1. Board Meeting and Decision:
A board meeting is convened, during which a decision is made to change the registered office address.
2. Filing Form INC-22 with ROC:
An applicant is designated to submit Form INC-22 to the Registrar of Companies within 15 days from the initiation of the decision. This form serves as the formal request for the change in the registered office address.
Documents required for change in registered office of company within same State with Form INC-22:
To complete the submission of Form INC-22, the following are the documents required for change in registered office of company:
1. Document of the Recent Address of the Registered Headquarters:
A document validating the current address of the registered headquarters must be included. This serves as a reference point for the ROC during the processing of the change.
2. Gas Bill and Electric Bill (Not Older Than 2 Months):
Submission of the most recent gas bill and electric bill, both not exceeding a two-month period, is required. These utility bills act as supporting evidence for the validity and current usage of the registered office.
3. No Objection Certificate from the Landlord:
A NOC in connection with the new address must be obtained from the landlord. This certificate signifies the landlord’s agreement and cooperation with the company’s decision to shift its registered office within the same state.
Steps to Change the Registered Office of a Private Limited Company Outside the Existing Town, City, or Village Limits
When a private limited company decides to relocate its registered office beyond the boundaries of the current city, town, or village, the following protocol should be adhered to:
1. Board Meeting for Extra Ordinary General Meeting:
Conduct a board meeting to establish the date, time, day, and venue of the Extraordinary General Meeting where the resolution regarding the change in the office address will be discussed.
2. Resolution at Extraordinary General Meeting:
During the Extraordinary General Meeting, a resolution addressing the change in the office address is passed.
3. Filing Form MGT-14 with ROC:
Document Form MGT-14 within 30 days from the date of passing the resolution. This form is submitted to the Registrar of Companies and contains an authorised copy of the resolution.
Documents Required with Form MGT-14:
To complete the submission of Form MGT-14, the following are the documents required for change in registered office of company:
a. Form MGT-14
b. Authorised Copy of the Resolution
4. Filing Form INC-22 with ROC:
Within 15 days of passing the resolution, submit Form INC-22 to the ROC. This form includes necessary details and documents related to the change in the registered office address.
Documents Required with Form INC-22:
a. Form INC-22
b. Document of the Registered Office Address
c. Utility Bill (Not Older Than Two Months)
d. No Objection Certificate from the Landlord
e. Special Resolution
Final Thoughts
There are some important documents required for change in registered office of company to ensure legal compliance. As a part of these essential documents required for change in registered office of company are the proof of the current registered office address, recent utility bills, and a No Objection Certificate from the landlord. The submission of Form INC-22 is crucial, requiring precise details and supporting documents. Compliance with regulatory requirements, such as the Companies Act, underscores the significance of these documents. Timely and accurate submission of the necessary paperwork facilitates a seamless transition in the registered office, aligning with legal standards and ensuring transparency in the process.
