Why is the registered office address important?

1. Electricity Bill/Water Bill/ Property Tax Receipt.
   
2. NOC from the Landlord in case if the place is rented.
   
3. Rent or the lease agreement between the landlord and the company.
   

What are the reasons for the change in Registered Office Address?

1. It might be the lease of your existing registered office is about to expire and you are planning to take another office space at lease.
   
2. May be your company is expanding at a faster pace and the infrastructure or the office space of the current registered office is not adequate.
   
3. There might be planning of the company’s head officials to explore new markets for Business growth and hence they require establishing the registered office in that new area of operation.
   
4. Another company might be acquiring your company.
   

Types of Change for Registered Office Address

Shifting of registered office within the same city/town/village

1. In this scenario, the company is required to pass a board resolution and file the Form INC-22 within 15 days to the Registrar of Companies (ROC)
   

Shifting of registered office outside the local limits of city/town/village but within the same state

1. In this scenario, the company shifts its registered office address outside the local limits of the city, village, or town but within the same state and within the jurisdiction of same ROC. For example, shifting of office address from Kempe Gowda (Bangalore, Karnataka) to HSR Layout (Bangalore, Karnataka)
2. Here, the company has to conduct board meeting and general meeting and then file relevant forms to the Registrar of Companies (ROC).
   

Shifting of registered office outside the local limits of city/town/village from one ROC to another ROC but within the same state

1. In this scenario, the company shifts its registered office address outside the local limits of the city, village, or town from the jurisdiction of one ROC to another ROC. For example, shifting of office address from Bangalore (Karnataka ROC) to Pune (Pune ROC) or Coimbatore (Coimbatore ROC) to Chennai (Chennai ROC)
   
2. Here, the company has to conduct a board meeting, general meeting, obtain the approval of Regional Director (RD) and then file relevant Forms to the Registrar of Companies (ROC).
   

Shifting of registered office from one state to another state

1. In this scenario, the company shifts its registered office address from one state to another state and from the jurisdiction of one ROC to another ROC. For example, shifting of office address from Bangalore (Bangalore ROC) to Delhi (Delhi ROC)
   
2. Here, the company has to conduct board meeting, general meeting, obtain approval of Regional Director (RD), issue newspaper advertisement and then file relevant forms to the Registrar of Companies (ROC)
   

Procedure for Changing the Registered Office Address

Collection of required Information and Documents

1. In the first step, we shall collect the required information and documents as per the checklist. We shall verify and confirm the documents and information provided and then proceed towards next step.
   

Preparation of Documents for filing with ROC

1. Once we receive all the required information and documents from your side, we shall then prepare the documents required such as board Resolution, general meeting resolution etc. for changing the registered office address of the company.
   

Submission of Forms with ROC

1. After documentation, we shall file relevant forms with the Registrar of Companies (ROC), Regional Director (RD) and other regulatory authorities (as may be required) for changing the registered office address.
   

Get Approval

1. ROC shall check and verify the documents submitted and grant approval respectively. An intimation of approval via e-mail shall be sent by ROC to the applicant.

Documents Required for Shifting the Registered Office Address

1. Certificate of incorporation
   
2. Memorandum of Association (MOA) and Articles of Association (AOA) of Company
   
3. New Address proof in the Name of Company – Conveyance/Lease deed/Rent Agreement/utility bill with NOC
   
4. Copies of Utility bill – electricity bill, mobile bill, telephone bill, gas bill of the new address.
   
5. Digital Signature Certificate (DSC) of Authorised Director
   
6. Any other documents as may be required

Consequences of Not Updating the Registered Office Address

Additional Fees

1. If the company fails to file the forms for shifting of registered office address within the required time period, then the company shall be liable to pay the additional government fees, which shall vary from 2 times to 12 times of the normal government fees.
   

Penalty on Company and Officer in Default

1. The company and officer who is in default shall be liable to a penalty of Rs. 1000 for every day during which the default upto Rs. 1 lakh rupees for non updation of records with the ROC.
   

Removal of Name of Company/Strike Off

1. If the ROC has reasonable cause to believe that the company is not carrying on any business or operations on the mentioned address, he may cause a physical verification of the registered office and if any default is found he shall initiate action for the removal of the name of the company from the register of companies.

Rule 27: Notice and verification of change of situation of the registered office

1. The notice of the change in address of the registered office and the verification about the same shall be filled in form INC 22 along with the fees that are prescribed and shall be attached to the form above. The documents and how they are to be verified are mentioned in the terms of sub-section (2) of section 12.
   
2. The documents should 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 time there are changes in the registered office to verify the registered office of the company. The documents that are to be verified of the registered office are mentioned below:
   
3. Suppose the registered office is owned by the company itself then the conveyance deed of the property is required in the of the company.
   
4. In case the registered office is leased or rented then the lease deed or the rent agreement and the rent receipts are required. The rent receipts should not be older than one month.
   
5. If the Director or any other person is the owner and the premises are not on lease by the company, the company is required to attach the proof that the company is permitted to use the place as the registered office. Then this may act as a ‘No Objection Certificate’ from the owner.
   
6. Copies of the utility bills that are mentioned below should also be attached in all the above cases. The bill is required to bear the name of the company along with the address that is used as the registered address of the company. These bills should not be elder than 2 months.
   
1. Mobile bill
   
2. Telephone bill
   
3. Electricity Bill
   
4. Gas Bill
   
7. Resolutions such as the special resolution and the board resolutions are to be passed.
   
8. A Special resolution is to be passed in a general meeting if there is any change in the registered office to a place that is outside the local list of the city, town, or village where the office is currently located.
   
9. A board resolution is to be passed to enable the authorization of the director and then submit the Form INC-22.