How to Change Registered Office – Companies Act 2013
As per section 12 of the Companies Act 2013, a company is to have a registered office from the fifteenth day of its incorporation to be able to receive and acknowledge all communication and notices that are addressed to it. Further, verification of the registered office must be furnished to the Registrar within a period of 30 days of company incorporation.
Every change of the situation of the registered office shall be notified to the Registrar within 15 days of the change. Hence, any change in the registered office of the company shall be filed with the ROC within 15 days in form INC- 22. To verify the situation of the registered office or the change in the registered office of the company, the government has prescribed rule 25 and 27 of the Companies Rules 2014 which have been summarised below.
Rule 27: Notice and verification of change of situation of the registered office
The notice of change of the situation of the registered office and the verification of the same shall be filled in form INC 22 along with the prescribed fees and shall be attached to the form above. The documents and the manner in which they are to be verified are mentioned in the terms of sub-section (2) of section 12. To verify the registered office of the company, the documents are to be attached in the prescribed format with the form INC- 22 both for giving intimation of the registered office at the time of incorporation and the any time there are changes in the registered office. The documents for verification (depending on the ownership status) of the registered office are mentioned below.
- Incase the registered office owned by the company itself, the conveyance deed of the property in the name of the company is required.
- Incase the registered office is taken on lease/rent by the company, the lease deed or the rent agreement and rent receipts (in case of rental) is required. The rent receipt cannot be older than one month.
- Incase the office is owned by the director or any other persons and the premises are not on lease by the company, the company needs to attach proof that the company is permitted to use the place as its registered office. This may be in the form of a ‘No Objection Certificate’ from the owner.
Copies of the utility bills mentioned below need to be attached in all the above cases. These bills should bear the name of the company along with the address that is to be used as the registered address of the company. These should not be more than 2 months old.
- Mobile phone bill
- Telephone bill
- Electricity bill
- Gas bill
The company has to pass certain resolutions such as the special resolution and the board resolution.
- Special Resolution– This is to be passed in a general meeting if it wants to change the registered office to a place outside the local lists of the city, town or village wherein the office is presently located.
- Board Resolution– A board resolution to enable the authorisation of the director to sign and submit form INC- 22 needs to be passed.
Change of Registered Office with a Different ROC but Same State
Incase the company wants to change the registered office from the jurisdiction of one ROC to the other ROC, it has to apply for the approval of the Regional Director (RD) in the manner prescribed in form INC- 23. Once the Regional Director confirms this change, it has to file the same confirmation the ROC within 60 days. The ROC shall confirm the change of the address within 30 days of the filing.
Change of Registered Office to Another State
The company needs to amend the Memorandum of Association to change the registered office from one state to another. A special resolution needs to the be passed by the company for alteration of the MOA. This resolution needs to be filed with the ROC in form MGT-14 within 30 days of the resolution being passed. To change the registered office from one state to another, the company needs to get the approval of the CG in form INC- 23. The documents to be attached along with the application in form 23 are mentioned below.
- A copy of the special resolution sanctioning the alteration by the members of the company.
- a copy of the memorandum and articles of association
- A copy of the notice conveying the general meeting along with relevant explanatory statement
- A copy of the minutes of the general meeting wherein the resolution authorising the alteration.
- A list of creditors and debenture holders
- A copy of board resolution or Power of Attorney
- Document relation to payment of application fee
Central government shall dispose of the change of registered office application outside the state within 60 days of the application and before passing it may confirm that the change is with consent of the creditors, debenture holders etc. The approval given by the Centre shall be filed with the registrars of both the states in which the old and the new registered office is situated. The registrar of the state wherein the new office will be located shall register the same and issue a fresh certificate of incorporation.