Change in Registered Office Address
According to Section 12 of the Companies Act, 2013, every company, including Private Limited Companies, must maintain a registered office address for the official correspondence. This address serves as the location for legal notices and communications from the Ministry of Corporate Affairs (MCA). If there is a need to change the registered office address, the company must notify the Registrar of Companies (RoC) and comply with the statutory procedures outlined by the MCA.
- Type A
- Type B
- Type C
- Type D
Overview of Change in Registered Office Address
According to Section 12 of the Companies Act, 2013, every company, including Private Limited Companies, must maintain a registered office address for the official correspondence. This address serves as the location for legal notices and communications from the Ministry of Corporate Affairs (MCA). If there is a need to change the registered office address, the company must notify the Registrar of Companies (RoC) and comply with the statutory procedures outlined by the MCA.
Types of Registered Office Address Change
- Type A: Change within the same state, but within the same city, town, or village.
- Type B: Change within the same state, but from one city, town, or village to another.
- Type C: Change from one registrar of companies to another within the same state.
- Type D: Change from one registrar of companies to another, or from one state to another.
Documents Required:
Type A
Copy of the current registered office address
Copy of recent Utility Bills (within the last 2 months)
No Objection Certificate (NOC) from the property owner
Type B
Certified copy of the special resolution
Copy of the current registered office address
Recent Utility Bills (not older than two months)
No Objection Certificate (NOC) from the property owner
Type C
Certified true copy of the Notice of EGM
Certified true copy of the resolution passed at the EGM
Minutes of the EGM
Copy of the altered MoA
Copy of the newspaper advertisement
Affidavit verifying the application
List of debtors and creditors
Declaration by the Key Managerial Personnel that the company is up to date on payments to employees
Type D
Certified true copy of the Notice of EGM
Certified true copy of the resolution passed at the EGM
Minutes of the EGM
Newspaper advertisement
Altered MoA
Affidavit verifying the application
List of debtors and creditors
Declaration by the Key Managerial Personnel stating that the company has been compliant with employee payments
Procedure for Changing the Registered Office Address
Type A: Change Within the Same State (Same City, Town, or Village)
- Board Meeting: Convene a board meeting and pass a resolution for the address change.
- File Form INC-22: Submit Form INC-22 within 15 days of the resolution’s passage to the RoC.
Type B: Change Within the Same State but Between Different City, Town, or Village
- Board Meeting: Set the date, time, and location of the Extraordinary General Meeting (EGM).
- EGM Special Resolution: Pass a Special Resolution at the EGM.
- File Form MGT-14: Submit Form MGT-14 to the RoC within 30 days of passing the resolution.
- File Form INC-22: File Form INC-22 within 15 days of passing the resolution.
Type C: Change from One Registrar of Companies to Another (Within the Same State)
- Board Meeting: Set the date, time, and location of the EGM.
- EGM Special Resolution: Pass a Special Resolution at the EGM to modify the MoA and relocate the registered office.
- Post Advertisement: Publish an advertisement in both English and vernacular newspapers about the address change.
- File Form MGT-14: Submit Form MGT-14 within 30 days.
- File Form INC-23: Submit an application in Form INC-23 to the Regional Director.
- Debenture Holders and Creditors Notification: Notify the company’s debenture holders, depositors, and creditors whose interests may be impacted.
- File Form INC-22: Upon approval, file Form INC-22 to the RoC within 15 days of receiving the Regional Director’s approval.
Type D: Change from One State to Another or Between Different ROC Jurisdictions
- Board Meeting: Set the date, time, and location of the EGM.
- EGM Special Resolution: Pass a Special Resolution for the change in the registered office address.
- Post Advertisement: Publish a notice in the newspapers about the address change.
- File Form MGT-14: Submit Form MGT-14 to the RoC within 30 days of passing the resolution.
- Notify Debenture Holders and Creditors: Notify all concerned parties whose interests may be impacted by the change.
- Regional Director’s Approval: Wait for approval from the Regional Director. After 21 days, if no objection is raised, the address change will be considered final.
- File Form INC-22: Submit Form INC-22 to the RoC within 15 days of receiving the Regional Director’s approval.
Conclusion
Changing the registered office address of a company is a critical task that requires compliance with specific procedures outlined in the Companies Act, 2013. Whether the change is within the same state or across states, it involves board resolutions, filing with the RoC, and notifying various stakeholders, including creditors and debenture holders. Ensuring that all forms are submitted within the specified timelines is crucial for avoiding penalties and ensuring smooth registration of the new office address.
FAQ'S
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