How to change the registered office address of a company?
How to change the registered office address of a company?
Introduction:
Changing the registered office address of a company is a significant administrative task often necessitated by various reasons such as relocation, expansion, or operational needs. It's crucial to understand the process and comply with legal requirements to ensure a smooth transition without any disruptions to business operations. Here's a comprehensive guide on how to change the registered office address of a company:
Understand Legal Requirements:
Before initiating the process, familiarize yourself with the legal framework governing registered office address changes. The Companies Act, 2013, mandates certain procedures and compliance requirements that must be followed to effectuate the change.
Conduct Board Meeting:
Start by convening a board meeting of the company's directors to propose and approve the change of registered office address. Pass a resolution authorizing the alteration of the memorandum of association to reflect the new address.
Check Articles of Association:
Review the company's articles of association to ensure compliance with any provisions related to changing the registered office address. If necessary, amend the articles through a special resolution passed by the shareholders.
Notify Registrar of Companies (RoC):
File Form INC-22 with the Registrar of Companies (RoC) within prescribed timelines, typically within 15 days of the board resolution. Provide details of the old and new registered office address, along with supporting documents and fees.
Publish Notice:
Advertise a notice in a prominent English and regional language newspaper circulating in the district where the old registered office is situated. The notice should announce the change of address and must be published at least once within 30 days of filing Form INC-22.
Obtain No Objection Certificate (NOC):
If the new registered office address belongs to a different jurisdiction, obtain a No Objection Certificate (NOC) from the landlord or owner of the premises. Submit the NOC along with other documents to the RoC as part of the Form INC-22 filing.
Update Records:
Notify all stakeholders, including customers, suppliers, banks, and government authorities, about the change of registered office address. Update company stationery, website, and official documents with the new address to ensure consistency.
Maintain Registers:
Update statutory registers, such as the register of members, register of directors, and register of charges, to reflect the change of registered office address. Ensure accuracy and compliance with regulatory requirements.
Compliance with Income Tax Authorities:
Inform the income tax authorities about the change of registered office address by filing Form INC-22 with the Income Tax Department. Update the address in PAN records and other tax-related documents to avoid any discrepancies.
Post-Change Formalities:
After completing the formalities and receiving confirmation from the RoC regarding the change of registered office address, maintain copies of all documents filed for future reference. Ensure ongoing compliance with regulatory requirements at the new address.
Conclusion:
Changing the registered office address of a company involves a series of procedural and compliance steps outlined by the Companies Act, 2013. By adhering to the prescribed process, obtaining necessary approvals, and updating records diligently, companies can effectuate the change smoothly and continue their operations without interruptions. It's essential to seek professional guidance if needed to ensure compliance and mitigate any potential legal or regulatory issues.
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