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Change in Registered Office Address – An Overview

Documents Required for Change in Registered Office Address:

• Form INC-22:
  • This is the primary form used to notify the Registrar of Companies (RoC) about the change in registered office address.
  • It should be filed within 15 days from the date of change.
• Board Resolution:
  • A certified copy of the board resolution approving the change in registered office address is necessary.
• Proof of New Address:
  • Documentary evidence supporting the new registered office address, such as the latest utility bill, lease agreement, or property ownership documents.
• No Objection Certificate (NOC):
  • If the new registered office is not owned by the company, a NOC from the owner is required.
• Director’s Consent:
  • Consent letters from all the directors stating their approval for the change in registered office address.
• Digital Signature Certificate (DSC):
  • DSCs of the authorized signatories for filing the form INC-22 electronically.
• Director Identification Number (DIN):
  • DINs of all directors mentioned in the form.
• Proof of Identity and Address:
  • ID and address proofs of the authorized signatories filing the form.
• Memorandum and Articles of Association (MOA & AOA):
  • Updated copies of MOA & AOA reflecting the new registered office address.
• Registered Office Verification:
  • A verification certificate signed by a practicing Chartered Accountant, Company Secretary, or Cost Accountant stating the change in registered office address.

It is essential to ensure that all the documents are accurate, complete, and comply with the Companies Act and the rules laid down by the RoC. Working with a professional service provider can simplify the process and help you meet all the legal requirements seamlessly.

Rule 27 – Notice and Verification of Change of Situation of the Registered Office:

• Form INC-22:
  • A company is required to file Form INC-22 with the Registrar of Companies (RoC) within 15 days of changing its registered office address.
• Verification:
  • The Form INC-22 must be accompanied by a verification in the prescribed format, signed by a director or company secretary or any other person authorized by the Board of Directors.
  • This verification certifies that the company has complied with the requirements of the Companies Act regarding the change in the registered office address.
• Supporting Documents:
  • The Form INC-22 should be supported by the following documents as attachments:
    • A copy of the board resolution approving the change in the registered office address.
    • A copy of the altered Memorandum of Association (MOA) reflecting the new registered office address.
    • A copy of the altered Articles of Association (AOA) reflecting the new registered office address.
    • Proof of the new registered office address, such as the latest utility bill, lease agreement, or ownership documents.
• Intimation to RoC:
  • Upon filing the Form INC-22 and supporting documents, the Registrar of Companies (RoC) will update the records with the new registered office address.

It’s important to adhere to the timelines and requirements specified in Rule 27 to ensure a smooth and compliant process for changing the registered office address of a company. Non-compliance can lead to penalties or other legal implications. Consulting with a professional or legal expert can be helpful in ensuring all the necessary steps are taken correctly.

Types of Change in Registered Office

• Change within the Same City or Village:
  • When a company’s registered office address is changed within the limits of the same city or village, it is considered a change within the local limits.
  • For example, if a company moves from one office building to another within the same city, it is a change within the local limits.
• Change from One City or Village to Another:
  • When a company’s registered office address is changed from one city or village to another, it is considered a change from one local limit to another.
  • For instance, if a company relocates its registered office from Delhi to Mumbai, it is a change from one local limit to another.

The procedure and documentation required for both types of changes differ slightly, especially in terms of forms to be filed and the verification process. Regardless of the type of change, the company is required to follow the rules and regulations specified under the Companies Act, 2013, and file the necessary forms with the Registrar of Companies (RoC) within the prescribed time frame.

Compliances for Change in Registered Office of a Company

When a company decides to change its registered office address, it must comply with various legal requirements and file the necessary documents with the Registrar of Companies (RoC) in India. Here are the key compliances for a change in registered office of a company:

• Board Resolution:
  • The company must pass a board resolution approving the change in registered office address.
  • The resolution should be duly authorized and recorded in the minutes of the board meeting.
• Shareholder Approval (if required):
  • If the change involves a shift from one state to another, or if the Articles of Association require shareholder approval, the company needs to obtain approval from the shareholders through a special resolution in a general meeting.
• Form INC-22:
  • The company is required to file Form INC-22 with the RoC within 15 days of the change in the registered office address.
  • This form provides details of the new address, supporting documents, and other relevant information.
• Verification:
  • Form INC-22 must be accompanied by a verification in the prescribed format, signed by a director or company secretary or any other person authorized by the Board of Directors.
  • This verification certifies that the company has complied with the requirements of the Companies Act regarding the change in the registered office address.
• Supporting Documents:
  • The Form INC-22 should be supported by the following documents as attachments:
    • A copy of the board resolution approving the change in the registered office address.
    • A copy of the altered Memorandum of Association (MOA) reflecting the new registered office address.
    • A copy of the altered Articles of Association (AOA) reflecting the new registered office address.
    • Proof of the new registered office address, such as the latest utility bill, lease agreement, or ownership documents.
• Advertisement in Newspaper (Optional):
  • Companies can choose to publish a notice regarding the change of registered office in a newspaper circulated in the relevant state or city, informing the public about the change.
• Intimation to RoC:
  • Upon filing Form INC-22 and supporting documents, the RoC will update the records with the new registered office address.
• Update on Letterheads and Official Documents:
  • After the change in registered office is approved and updated with the RoC, the company should update its letterheads, official documents, and other communication materials to reflect the new address.

It’s essential to adhere to the timelines and requirements specified under the Companies Act, 2013, to ensure a smooth and legally compliant process for changing the registered office address of a company. Non-compliance can lead to penalties or other legal implications. Seeking professional advice and assistance can be beneficial in navigating the compliances and ensuring a successful address change.

Why is the Registered Office Address Important?

The registered office address is of paramount importance for a company due to the following reasons:

• Legal Identity:
  • The registered office address is the official address of the company recognized by the government authorities and the public.
  • It serves as the legal identity of the company and is used in all official communications, documents, and contracts.
• Jurisdiction:
  • The registered office determines the jurisdiction under which the company falls.
  • It determines the applicable laws, regulations, and tax authorities that govern the company’s operations.
• Service of Documents:
  • The registered office is the place where official communications, legal notices, and government correspondence are sent.
  • It ensures that the company receives essential communications promptly and can respond appropriately.
• Public Record:
  • The registered office address is a matter of public record and is accessible to anyone, including customers, suppliers, investors, and competitors.
  • It provides transparency and establishes the company’s authenticity.
• Credibility and Trust:
  • A fixed, registered office address gives the company a sense of permanence and stability.
  • It enhances the company’s credibility and trustworthiness in the eyes of customers, investors, and other stakeholders.
• Compliance Obligations:
  • The registered office is crucial for fulfilling statutory compliance requirements.
  • It determines the regulatory authorities and jurisdictions where the company must comply with the laws and regulations.
• Annual Filings:
  • The registered office address is mentioned in various annual filings and legal documents, including the Memorandum of Association (MOA), Articles of Association (AOA), and annual financial statements.
• Tax Purposes:
  • The registered office determines the tax jurisdiction and rates applicable to the company.
  • It impacts the filing of income tax returns and other tax-related obligations.
• Receiving Legal Notices:
  • If there are any legal disputes or litigations involving the company, the registered office address is where legal notices and summons will be served.
• Business Image:
  • The location of the registered office can influence the perception of the company’s image.
  • A prestigious or well-known address can create a positive impression on clients and business partners.

In summary, the registered office address is not only a legal requirement but also a fundamental aspect of a company’s identity and operations. It ensures compliance with the law, facilitates communication with authorities and stakeholders, and contributes to the overall credibility and reputation of the company.

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We make it easier for entrepreneurs to get their private limited company registered office address change online from the comfort of their home. With Fastlegal, you can get your private limited company address change done in just 7-10 working days. We provide a comprehensive package that includes not only the registration process but also guidance through the entire process. This includes company name verification, filing of the documents, obtaining Director Identification Number and Digital Signature Certificate, getting the company registered with the Registrar of Companies, and more. Additionally, we also offer post-registration services like GST registration, filing of annual returns, and maintenance of statutory records.