A business must maintain the registered office as its official address according to regulations at the Registrar of Companies (ROC). All official communications and legal notices together with correspondence should be directed to this address. Companies need to maintain constant operation at their registered office location because the Companies Act, 2013 requires it as a fundamental condition.
The following guide will detail both reasons why a registered office is important alongside steps for changing this address along with required procedures.
A registered office address is the official address of a company, LLP, or any corporate entity where:
Official documents and legal notices are sent.
Regulatory communications from authorities such as the Registrar of Companies (RoC), Income Tax Department, GST authorities, and other government agencies are delivered.
It serves as the legal address for the company, where it can be found for statutory purposes.
The registered office is required to be located within the jurisdiction of the Registrar of Companies (RoC), under whose office the company is registered.
The registered office holds significant importance because:
It is the official point of contact for any legal matters.
The address must be a physical location (and not a P.O. Box address) that is capable of receiving documents and communication from government bodies.
It ensures that the company complies with the legal requirement of maintaining a physical address for correspondence under the Companies Act, 2013.
A company may choose to change its registered office address for various reasons:
Expansion of business operations.
Relocation of office to a different city or state.
To ensure better accessibility for business activities.
Changing office premises due to lease or ownership changes.
The process to change the registered office address involves several steps, depending on the location change (within the same state or to a different state).
If a company decides to move its registered office to a different address within the same state, the process is relatively simple.
Steps to Change the Registered Office within the Same State:
Board Resolution Approval:
Filing with the Registrar of Companies (RoC):
A copy of the Board Resolution.
Proof of the new address, such as a rent agreement or property deed.
A no-objection certificate (NOC) from the owner of the new premises, if the company is renting the premises.
Approval from RoC:
Update Statutory Documents:
When a company changes its registered office from one state to another, the process involves additional steps compared to moving within the same state.
Board Resolution Approval: The company’s Board of Directors must pass a resolution in the board meeting to approve the change of the registered office from one state to another.
Special Resolution of Shareholders: A Special Resolution during a General Meeting (AGM or EGM) of the shareholders needs to approve the registered office relocation after a board resolution has passed.A Special Resolution requires shareholders' votes reaching at least 75% of the total cast votes for its approval.
Filing with the RoC:
The Board Resolution and Special Resolution.
Proof of the new office address.
A no-objection certificate (NOC) issued by the landlord (if necessary).
Approval from RoC and Regional Director:
Update Documents: Similar to the process for moving within the same state, the company must update the MoA, AoA, letterheads, official stationery, and websites with the new registered office address.
Board Resolution: A resolution passed by the board of directors approving the change of address.
Special Resolution: A special resolution passed by the shareholders (in case of change of state).
Form INC-22: To inform the RoC of the change in the registered office (within the same state).
Form INC-23: For shifting the registered office from one state to another.
Form MGT-14: To register the special resolution with the RoC.
Proof of New Address: Documents like the rent agreement, property deed, or utility bill showing the new registered address.
No Objection Certificate (NOC): From the landlord of the new office premises, if applicable.
Changing a company’s registered office address is a straightforward process, but it must be done in compliance with the Companies Act, 2013 to ensure that the company is legally recognized with its new address. Whether the change is within the same state or to a different state, the company must follow the appropriate steps, file the required forms, and update its documents.
It is advisable to consult with legal professionals or company secretaries to ensure that all the legal requirements are met and to avoid any potential issues or delays with the RoC approval process.
By keeping the registered office address up-to-date, a company ensures that it remains compliant with the law and continues to receive important legal communications without interruptions.
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