The registered office of a company is a place of business for a private limited company or a public limited company. The registered office of a company can be changed locally in the area of any city, town or village where such offices are situated. This can be done simply by giving notice to the concerned registrar within 30 days after the date of the change. Similar to the change in director, change in the registered office address of the company, firm or organization must be carried out gradually and slowly because many a time changes done on the organization, firm or entities result in the fall of economic activity of the concerned firm or organization.
The registered company or the LLP is also required to give an advertisement in the newspaper regarding the change in the address to be made and also a notice will be given to the state government when it is proposed to transfer the office from one state to another. A change in the address of a registered office can occur due to various reasons. The process of changing the registered office of the company depends on whether the company or the LLP is changing the address in the same/city/village or not or whether they are changing address between two different states.
Thus, we must note that the change in the registered office address is very complex and hence generally done when most required. Therefore, while changing the address of the registered office, firm, organization or entities you must keep in mind all the details regarding the plan of change, Also, the companies, Organization or the firms must keep in mind that changing the company’s address represents a major change in the company’s value. Therefore, one must be aware of how this particular decision was taken would affect the holistic environment of your organization or company.
According to section 12 of companies’ act 2013, a company should have a registered office on and from the fifteenth day of its incorporation so that it would be able to receive and acknowledge all communication that is addressed to it. Also, the company shall furnish to the Registrar verification of its registered office within a period of 30 days in a prescribed manner. Notice of every change of the situation of the registered office shall be given to the registrar within 15 days of the change, verified in the prescribed manner, after the date of incorporation of the company. Therefore, every change in the registered office of the company is to be filed with the ROC in form INC-22 within 15 days of such change.
The company needs to amend the MOA (Memorandum of association) in order to change the registered office from one state to another. A special resolution is passed by the company for the alteration of the Memorandum of association. This special resolution needs to be filed with the ROC within 30 days of resolution in form MGT-14.
In order to get the office registered from one state to another, the company needs to get the approval of CG in form INC-23. Below are the documents required to be attached along with the application for change of the registered office from one state to another in form INC-23
Copy of MOA (Memorandum of association) and AOA (Articles of association)
Copy of notice stating about the general meeting along with the relevant explanatory statement
An affidavit verifying the application
Documents relating to the payment of application fee
Affidavit verifying the list of creditors.
The central government shall be disposed of the change of application for the registered office outside the state within 60 days of the application, Before passing the application it may confirm that are changes decided is with the content of application or debenture holders, etc. The approval of the CG shall be filed with the registrar of both the states (in which both the new and old registered office of the company are located). Registrar of the state where the new office is being shifted to shall register the change and shall issue a fresh certificate of incorporation.
Change of situation of the registered office and its verification shall be filled in the form INC-22 along with the required fee.
In order to verify the registered office, documents are attached in the prescribed format with the Form INC-22.
Below are the documents required for the verification of a registered office:
1. In case the registered office is on rent, then the lease deed or rent agreement is required. The rent receipt cannot be older than 3 months.
2. Authorization from the owner or the authorized occupant of the premises along with the proof of ownership, to use the premises as a registered office by the company. This is in the form of NOC (No objection certificate from the owner.
3. Also, the copy of utility bills such as telephone bill, gas bill, electricity bill, etc. is required as a proof of evidence.