The company’s registered office address is the place where all the communication of the company is sent from or received. A company’s registered office address can be different from its corporate office, administrative office, or its branches. A company office address must be registered with the MCA within 30 days of the business incorporation.
The location or state in which the company’s registered office is located is a factor that determines the ROC with which all the future correspondence, filings, etc. will be done. When a company requires to change its registered office address, it must notify the ROC within the prescribed time limit.
A company registered under the Companies Act, 2013 or and LLP can change its registered office address without any issues. A company can change the registered office address in 3 different circumstances, which also determine the process to be followed to shift the office. These circumstances include:
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.
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.
The company has to pass certain resolutions such as the special resolution and the board resolution.
When a company’s registered office is shifted within the same state, but to a different city or village, the company is required to pass a change of registered office Special Resolution. Once the special resolution is passed, the company needs to file the MGT-14 form within 30 days of passing it, along with INC-22 form.
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.
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.
The government gives approval or rejects the application within 60 days of receiving the application. Once the approval is received, the company is required to file the approval with the ROC of both the states- in which the office is registered at present and in which the office is to be shifted, within 60 days of receiving it.