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Changing the registered office address of a company involves updating its official location with the Registrar of Companies (RoC). This is the address where official documents, legal notices, and communication from authorities are sent. The process varies based on whether the change is within the same city, state, or to another state.
The company must follow the legal procedures, obtain approvals, and notify the RoC within the stipulated time to ensure compliance. This process is essential for maintaining accurate corporate records and avoiding legal penalties.
Board Resolution
A copy of the board resolution approving the change in the registered office address.
Special Resolution (if applicable)
In case of a change outside the local limits, a special resolution passed by the shareholders is required.
NOC from Property Owner (if applicable)
No Objection Certificate (NOC) from the owner of the premises if the office is on leased or rented property.
Form INC-22
The form filed with the Registrar of Companies (RoC) to notify about the change in the registered office address.
Proof of New Address
Documents such as a utility bill, rent agreement, or ownership deed as proof of the new registered office address.
Altered Memorandum of Association (if applicable)
If the change is to another state, an updated copy of the Memorandum of Association (MoA) reflecting the new state.
Under Rule 27 of the Companies (Incorporation) Rules, 2014, any company changing the location of its registered office must follow the process outlined for notification and verification. The rule specifically mandates the following:-
Notice of Change (Form INC-22)
The company must notify the Registrar of Companies (RoC) by filing Form INC-22 within 30 days of the change in the registered office address.
Verification of the New Address:
The form should be submitted along with supporting documents that verify the new address. This includes:
Board Resolution:
A certified copy of the board resolution passed to approve the change in registered office address must also accompany the application.
This rule ensures that the new registered office address is properly verified and updated in the company’s legal records, allowing authorities and stakeholders to have an accurate location for communication.
Description: When the company moves its registered office to a new address within the same city or town.
Procedure: File Form INC-22 with the Registrar of Companies (RoC) along with proof of the new address and a board resolution.
Description: Moving the registered office to a different location within the same state.
Procedure: File Form INC-22 with the RoC. Additionally, an updated Memorandum of Association (MoA) reflecting the new address may be required.
Description: Relocating the registered office from one state to another.
Procedure:Obtain a special resolution from shareholders.
File Form INC-22 with the RoC of the new state.
Also, update the MoA to reflect the new state.
Notify the RoC of the original state about the change.
Description: Relocating the registered office of a foreign company doing business in India.
Procedure: Follow the rules applicable to foreign companies, which include filing relevant forms and documents with the RoC and complying with both local and international regulations.
Board Resolution
Requirement: Pass a board resolution approving the change of the registered office address.
Document: Copy of the resolution to be filed with the Registrar of Companies (RoC).
Special Resolution (if applicable)
Requirement: For changing the office from one state to another, obtain a special resolution from the shareholders.
Document: Copy of the special resolution to be filed with the RoC.
Form INC-22
Requirement: File Form INC-22 with the RoC to notify about the change in registered office.
Document: Complete the form with details of the new address and attach proof of the new address.
Proof of New Address
Requirement: Provide evidence of the new registered office address.
Documents: Utility bills, lease agreement, or ownership deed; NOC from the property owner if applicable.
Board Resolution:-
Action: Pass a resolution in a board meeting to approve the change in the registered office address.
Document: A certified copy of the board resolution.
File Form INC-22:-
Action: Submit Form INC-22 with the RoC to notify the change.
Document: Complete the form with details of the new address and attach proof of the new address.
Proof of New Address:-
Action: Provide evidence of the new registered office address.
Documents: Utility bills, lease agreement, or ownership deed. If the premises are rented, include a No Objection Certificate (NOC) from the property owner.
Update Memorandum of Association (MoA) (if necessary):-
Action: Although updating the MoA is not always required, ensure it reflects the new address if needed.
Document: Amended MoA, if applicable.
Update Articles of Association (AoA) (if necessary):-
Action: Update the AoA if it specifies the registered office address.
Document: Amended AoA, if applicable.
Notification to Stakeholders:-
Action: Inform relevant stakeholders, such as clients, suppliers, and business partners, of the new address.
Document: Communication or notice sent to stakeholders.
Board Resolution:-
Action: Pass a resolution in the board meeting approving the change of registered office to another state.
Document: Certified copy of the board resolution.
Special Resolution:-
Action: Obtain approval from shareholders via a special resolution passed at a general meeting.
Document: Certified copy of the special resolution.
File Form INC-22:-
Action: Submit Form INC-22 to the RoC of the new state to notify the change of registered office.
Document: Complete the form with details of the new address and attach proof of the new address.
Amend Memorandum of Association (MoA):-
Action: Update the MoA to reflect the new state of the registered office.
Document: Amended MoA to be filed with the RoC.
Obtain No Objection from the RoC of Current State:-
Action: Inform the RoC of the current state about the intended move and obtain a No Objection Certificate (NOC).
Document: NOC from the RoC of the existing state.
Update Articles of Association (AoA) (if necessary):-
Action: Amend the AoA if it specifies the registered office address.
Document: Amended AoA, if applicable.
Notify Other Authorities:-
Action: Inform other regulatory bodies, tax authorities, and relevant departments about the change.
Document: Communication or notice to these authorities.
Update Company Records:-
Action: Ensure that all internal and external documents, including letterheads, websites, and official records, reflect the new registered office address.
Document: Updated documents and records.
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