What is the Significance of the Registered Office Address in Business Operations?

The registered office address of a company is essential as it receives all official communications and legal notices. This address also holds all statutory records and documents. The registered office address determines the jurisdiction of the company and is used for legal processes. It is essential to keep an updated and valid registered office address for compliance and the smooth functioning of a company.

Different categories of change in registered office

1. To change a company's official address, a proper procedure must be followed to avoid penalties. The Ministry of Corporate Affairs (MCA) outlines the procedure, with four different types of address changes that require varying processes. It is important to follow the procedure to avoid any issues.
2. To change the registered office of a company within the same city, a board meeting must be arranged and a resolution must be passed. Within 30 days of passing the resolution, Form INC-22 must be filed with the MCA, along with business address proof and an NOC from the owner.
3.  If you are changing your address within the same state but to a different ROC, such as in Tamil Nadu or Maharashtra, the process is different. These states have multiple ROCs, and you will need to follow a separate procedure for changing your address.
4. In case of changing the registered office address of a company in a different Registrar of Companies (ROC) within the same state, the company needs to apply for approval with the regional director using Form INC-23. After passing the change resolution, it must be filed with the ROC within 60 days. Once the application is filed, the change in address will be initiated within the next 30 days.
5. Relocating the corporate address to a different state

-          Initiate a board meeting and pass a resolution for changing the company address to another state

-          Update the MOA with the resolution

-          Initiate a board meeting and pass a resolution for changing the company address to another state

-          Update the MOA with the resolution

-          File MGT-14 with the MCA within 30 days

-          Publish an advertisement in vernacular and English languages regarding office change 30 days prior to the application date

-          Notify all creditors and partners

-          Inform the regional director with necessary documents

-          Attend a central government hearing if there is an objection

-          Obtain necessary orders

-          ROC updates the address within 30 days of the order

-          Fill out Form INC-22 with ROC and mandatory documents.- File MGT-14 with the MCA within 30 days

Compliance Requirements for changing Company's Registered Office

Relocating the Company's Registered Office within the jurisdiction of the same Registrar of Companies can significantly simplify compliances.

CHANGE YOUR COMPANY'S REGISTERED OFFICE - SAME CITY

-          If a company relocates its registered office within the same jurisdiction of the Registrar of Companies, the compliances associated with the relocation process are relatively easy to handle. This means that there aren't too many legal formalities or requirements to fulfill for the company to move its registered office.

-          When a company decides to change its registered office within the same city, village, or town, these are the mandatory compliances:

-          The company needs to pass a Board Resolution for the change of registered office.

-          Within a span of 15 days from the Board Resolution, the company must submit Form INC-22 to the ROC.

IF YOU'RE CHANGING A COMPANY'S REGISTERED OFFICE OUTSIDE THE CITY, HERE ARE THE COMPLIANCES YOU MUST FOLLOW:

-          First, the Board of Directors must convene and vote on a resolution to call the Extraordinary General Meeting.

-          Next, the company's shareholders must pass a special resolution to change the Registered Office of the company.

-          Finally, submit the forms INC-22 and MGT-14 to ROC within 30 days of the special resolution being passed.

CHANGE OF REGISTERED ADDRESS WITHIN THE SAME STATE

The compliances that must be followed when changing a company's registered office outside of city limits but still under the jurisdiction of another ROC within the same state are outlined as follows:

PASS THE RESOLUTION

The Board of Directors needs to pass a resolution to call for an Extraordinary General Meeting (EGM). During the EGM, a special resolution must be passed. Within 30 days of the special resolution's passage, it will need to be submitted to the Registrar of Companies (ROC) along with Form MGT-14.

SUBMISSION TO REGIONAL DIRECTOR

- Company must publish public notice in newspaper before applying for Regional Director for change in registered office

- Debenture holders, creditors, and depositors must be individually notified by the company within 21 days of receiving notice

- This allows for them to notify Regional Director if their rights are violated

- Form INC-23 must be used when applying to Regional Director after notice is published.

ROC Filings

Important steps to follow for changing the office address:

- Submit an application for a change of office to the Regional Director.

- Receive confirmation from the Regional Director within a maximum of 30 days upon successful verification of the application.

- Submit this confirmation to the ROC within 60 days of receiving it.

- Receive a confirmation from the ROC regarding the change of office within 30 days.

- The order from the ROC will confirm that all the provisions of the act have been followed strictly.

Changing your registered office from one state to another

The following requirements must be met in order to transfer the registered office of a company from one State to another:

Pass the resolution

If the Board of Directors decides to hold an Extraordinary General Meeting (EGM) for the purpose of changing the registered office and making changes to the MOU, the company will have to put a special resolution on the agenda of the EGM. The resolution needs to be approved by the Board of Directors within 30 days of its passage. The special resolution will then be sent to ROC together with MGT14.

Submission to the Regional Director

Before applying for Regional Director, a company must publish a public notice in the newspaper about the change of registered office and individually notify debenture holders, creditors, and depositors. They must do this at least one month before applying. If any of these parties' rights are violated, they can notify the Regional Director within 21 days of receiving the notice. The company can apply for Regional Director using form INC-23. The Central Government will issue confirmation within 60 days if satisfied.

ROC documentation

The company must file confirmation from the Regional Director with the ROC using form INC-22 within 60 days. They also need to file the Central Government's approval with the ROCs of both states using form INC-28. The ROC will send a confirmation of the change of office and their order will confirm that all provisions of the act have been followed.