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

An organization’s office address may be changed for a variety of reasons. These include

  • Possibly, the lease of your existing office space is approaching its expiration date and you are looking to lease another space.
  • The office space or infrastructure of your current registered office may not be adequate due to the rapid growth of your company.
  • The company’s head officials might be considering exploring new markets for business growth in the near future and therefore the registered office might have to be established in the new area of the company before they can continue with the business expansion.
  • There is a possibility that another company will acquire yours.

It varies from location to location as to what procedures are followed when a change of Registered Office Address is requested. There are four scenarios under which the change of Registered Office Address is allowed:

What are the types of Registered Office Address Change?

  • Private Limited Company changes its registered office within the same state.
  • It is possible for a private limited company to change its registered office within the same state but outside of that city, town or village that exists within the existing Registrar of Companies (ROC).
  • The change of the Registered Office of a Company within the same state but under a different Registrar of Companies (ROC), but out of the same state but under a different Registrar of Companies (ROC).
  • An existing Private Limited Company may change its Registered Office from one state to another state or from the jurisdiction of one ROC to another if it moves from one state to another.

As Any change in the registered office address of a company must comply with certain requirements under the Companies Act, 2013.

What is the Procedure for the Change in Office Address?

In this section, we will provide you with a step-by-step guide to change in registered office of company in accordance with the Companies Act, 2013[1]

Change in the Registered Office of a Private Limited Company within the same state:

The following procedures must be followed by a Private Limited Company when they wish to change their registered office from one place to another within the same state as their registered office.

  • A resolution is passed at a Board meeting.
  • Within 15 days of the resolution’s passage, INC-22 must be filed with the ROC.

Form INC-22 Attachment Checklist

  • Please provide a copy of your Registered Office Address (Conveyance, Lease Deed, or Rent Agreement).
    • Obtain a copy of the most recent utility bill (no more than two months).
    • For use of the premises, you need a letter of consent from the owner.

Private Limited Company Registered Office Change

  • A city, town, or village outside of the existing one, but within the same state

It is essential that when a company changes its Registered Office in the state of its incorporation out of the existing city, town, or village where it is based, it follows the following procedures as defined in the Act:

  • Following a Board of Directors meeting, the date and time of the Extraordinary General Meeting are set, as well as the venue for the meeting.
  • During an Extraordinary General Meeting of the company, the resolution of the company should be passed at this meeting.
  • Registrar of Companies (ROC) Form MGT-14 must be filed within 30 days of the date on which the resolution is passed by the Board of Directors.

Documents Required:

  Form MGT-14

  • The special resolution has been certified as true.
  • Within 15 days of passing the resolution, the INC-22 is filed with the Registrar of Companies (ROC).

Form INC-22

  • Document containing the Registered Office Address (Conveyance, Lease Agreement, Rent Agreement).
    • You will need to provide a copy of your utility bill (not older than two months).
    • A letter of authorization from the owner is required for the use of the premises.
    • Resolution of special significance.

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