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Change of Registered Office Address: Procedure, Cause, Methods & Documents

In the event of any change of registered office address of the firm, the ROC and MCA must be informed of the modifications.

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change of registered office address

Change of Registered Office Address

According to Section 12 of The Companies Act of 2013, every firm founded in India must have a recognized work address in the time frame of 30 days of its establishment. Every corporation in India should file its registered office with the Ministry of Corporate Affairs (MCA).

The registered office address of a corporation serves as its major place of business, and it is the sole location to which the Ministry of Corporate Affairs (MCA) will send any formal mail. Thus, in the event of any change of registered office address of the firm, the ROC and MCA must be informed of the modifications.

This article will present a basic explanation of the change of registered office address. The article will briefly describe the procedure and documentation needed for the change of registered office address under different circumstances.

Cause of change of registered office address

The various causes that can lead to the change of registered office address are:

  • When a firm is rapidly developing, and its current office conditions no longer meet the current demands of the business, the official workplace address must be relocated.
  • A corporation might request a change of registered office address if the business is nearing its conclusion and is considering acquiring other coworking locations for business purposes.
  • If a firm intends to expand into new fields for commercial expansion. In such a situation, it may relocate its official address to a place where it might benefit from better market and investment opportunities.
  • The registered office address may also change if a different firm invests in the business.

Kinds of change of registered office address

The various kinds of change of registered office address in India include:

  1. Change of a registered office address throughout the same state.
  2. Change of registered office address associated with the existing ROC to a location different from the present city but still in the same state.
  3. Changing the registered office address to a location with a separate ROC that is still in the same jurisdiction but distant from the present city.
  4. A change of registered office address from one province to the other.

Methods for change of registered office address

1. Change of a registered office address throughout the same state.

  • Firstly, the firm must call a board meeting and approve a resolution at that meeting.
  • The organization is required to send a form INC-22 to the ROC. It should be presented 30 days later when the board resolution has been approved.

2. Change of registered office address associated with the existing ROC to a location different from the present city but still in the same state.

The following requirements must be met:

  • A Board meeting must be held by the corporation in order to adopt a resolution requesting the Extraordinary General Meeting (EGM).
  • The business entity must pass a Special Resolution in the Extraordinary General Meeting for the change of registered office address.
  • If the special resolution is approved, then under 30 days of the approval of the resolution, Form INC-22 and MGT-14 must be submitted under the same ROC’s authority by the corporation.

3. Changing the registered office address to a location with a separate ROC that is still in the same jurisdiction but distant from the present city.

  • A Board conference must be organized by scheduling an Emergency General Meeting in order to pass a motion for the change of registered office address.
  • 30 days after the motion is put into effect, Form MGT-14 must be submitted to the ROC.
  • The company must present an application for the Regional Director’s (RD) authorization in the format outlined in form INC-23, together with any supporting documentation.
  • Prior to 1 month after submitting the request to the Regional Director, the business must:
  • Post notification of the office change in a daily English publication and the main paper published in the area where the firm’s registered office is located.
  • An individual statement for the modification should be sent to each investor, stockholder, and company lender.
  • The statement must advise recipients that they are able to communicate their concerns and justifications to the Regional Director if their purposes are anticipated to be adversely affected by the proposed amendment to the MOA.
  • They should, nevertheless, notify the Regional Director of any objection within 21 days of the notice’s distribution schedule.
  • A confirming message will be provided within 30 days of receiving the proposal if the Regional Director does not hear significant objections.
  • In sixty days after receiving the Regional Director’s approval, the business must submit Form INC-22 to the ROC alongside the Regional Director’s affirmation.

3. A change of registered office address from one province to the other.

  • The business must call for a board meeting, request an EGM, and enact a special motion to alter the MOA.
  • The firm must approve the special Resolution to alter the MOA and for the change of registered office address at the Emergency General Meeting.
  • Within 30 days of enacting the Resolution for the required amendments, Form MGT-14 should be submitted to the ROC.
  • The company should present Form INC-23 to the Regional Director’s office for acceptance by the Central Govt.
    • Prior to 1 month after submitting the request to the Regional Director, the business must:
    • Post notification of the office change in a daily English publication and the regional paper of the current office address.
    • Inform every investor, stockholder, and creditor of the corporation with a separate statement for the amendments.
    • If the recipients are to be impacted in any way by the changes and oppose the amendments. In that case, they must inform the Regional director about their various justifications within 3 weeks from the date they received the statements.
  • In the event that any party makes no protests or concerns regarding the change, the Central Govt. shall decide on the request for the amendment.
  • The business must submit the clearance with the ROC in Form INC-22 in just 60 days following the time the Regional Director authorizes the adjustment.
  • The central Govt. consent for the change of registered office address must be submitted in Form INC-28 with the ROC of the two regions where the existing and newly registered offices are located.

Documents required for change of registered office address

  1. In the same municipality or state.
  • Evidence of the firm’s registered office location.
  • NOC documents from the landlord if the workplace is located on the leased or rented grounds.
  • Records of utility invoices, including those for power, gas, phone, etc.
  • Authenticated copy of Special Resolution approved at the Extraordinary General Meeting.
  1. From one state to another.
  • Records of the suggested changes in the MOA.
  • A report from the EGM meeting approved the modification of the MOA.
  • Information about the shareholders of a firm and holders of debentures.
  • A statement signed by a minimum of two directors along with the company secretary confirming that the listing of creditors provided is accurate and that no additional amount other than the amount specified in the record is the only debt owed to each creditor.
  • A proclamation that guarantees that no worker will be let off due to the change of registered office address.

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Conclusion

The article briefly explains the causes, processes, and documents needed for the change of registered office address.

For more queries relating to change or registered office address in India, you can contact Odint Consultancy. Our professionals will assist you at every step of the process.

FAQ’s

The registered office address of a firm is the formal address of the firm, where any notice regarding the firm is sent.

The registered office address of a corporation serves as its major place of business, and it is the sole location to which the Ministry of Corporate Affairs (MCA) will send any formal mail.

Per Section 12 of The Companies Act of 2013, each business established in India must have a registered office location within 30 days of its registration.

  • Change of a registered office address within the same state.
  • Change of registered office address within the same state and under the same ROC but outside the current city.
  • Change of registered office address from one ROC to another ROC in the same state.
  • Change of registered office address from one state to another.

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