Compliance-Registered Office Change

Overview

When establishing a Private Limited Company, it is vital to specify the company's registered office location and provide the necessary documentation.

What is meant by Registered Office Change?

The registered office of a company serves as its official address for all business-related communications. While a company can operate multiple offices, such as corporate, branch, factory, or administrative offices, only the registered office in India requires registration with the Ministry of Corporate Affairs. This registered office dictates the company's domicile (state of incorporation) and its regulatory oversight by the respective Registrar of Companies (ROC). In the event of a change in the registered office's address, it's essential to notify the ROC within 15 days.

Benefit

You must update any changes in the registered office address.

Legal Compliance: One of the foremost reasons a registered address holds paramount importance for a Private Limited Company is its legal obligation. Every company is mandated to have a registered address duly registered with the Companies Registrar. This address must be a physical location, not a PO Box or virtual office, serving as a point for postal communication and housing the company's statutory records.

Credibility: The registered address of a Private Limited Company significantly contributes to its credibility. A prestigious business district location can boost the company's reputation, rendering it more appealing to potential clients, investors, and partners. Conversely, an address in a less esteemed area can have a detrimental impact on the company's image.

Privacy: Another critical aspect of the registered address's importance lies in offering privacy to the company's directors and shareholders. By employing a registered address distinct from the company's operational location, directors and shareholders can safeguard their personal addresses from public disclosure. This is especially valuable for those concerned about personal safety or wishing to maintain their privacy.

Tax & Process

Companies may need to update their office addresses. Changing the registered office address is a process regulated by the Ministry of Corporate Affairs (MCA), and companies are required to follow these procedures.

There are different scenarios for changing the registered office address:

Change in Address within the Same City: If a Private Limited Company relocates its registered office within the same city, it must file Form INC-22 with the Registrar of Companies (ROC) within 15 days of the move. The company is also obligated to inform its shareholders and creditors about this change by sending notifications to their registered addresses.

Change in Address from one City to Another within the Same State: When a Private Limited Company intends to shift its registered office from one city to another within the same state, it should submit Form INC-23 to the ROC. Additionally, the company must secure approval from shareholders through a special resolution passed in a general meeting. The creditors should also be notified of the address change.

Change in Address from one State to Another: When a Private Limited Company wishes to transfer its registered office address from one state to another, it is required to file Form MGT-14 with the ROC. A special resolution should be passed during a general meeting, approving this change. Furthermore, the company is obligated to publish a notice in at least one English-language newspaper and one vernacular-language newspaper of the state where it is registered. The creditors must be informed about the change by sending notices to their registered addresses.

Documents Required

Changing Address within the Same Municipality or State:

• Proof of the current registered office location.
• No Objection Certificate (NOC) from the landlord, if the office is situated on leased or rented premises.
• Copies of utility bills, encompassing electricity, gas, telephone, etc.
• A duly attested copy of the Special Resolution ratified during the Extraordinary General Meeting.

Moving from one State to Another:

• Records detailing the proposed changes in the Memorandum of Association (MOA).
• A report from the Extraordinary General Meeting (EGM) endorsing the MOA modification.
• Information regarding the company's shareholders and debenture holders.
• A declaration signed by at least two directors, accompanied by the company secretary, affirming the accuracy of the provided creditor list and confirming that the mentioned amount is the sole debt owed to each creditor.
• A commitment to ensuring that no employees will be terminated due to the change in the registered office address.

Procedure

The process of changing the registered office address of a Private Limited Company involves several steps:

Board Meeting: The company's board of directors convenes a meeting to discuss and approve the proposal to change the registered office address.

Notice to Shareholders: The company issues a notice to inform all shareholders about the proposal to change the registered office address. This notice also calls for a general meeting where shareholders' approval will be sought.

General Meeting: A general meeting of shareholders is held, during which a special resolution is passed to endorse the change in the registered office address.

Filing Application with ROC: The company is required to submit the relevant forms (such as INC-22, INC-23, or MGT-14) to the ROC. These forms must be accompanied by essential documents, including a copy of the special resolution, proof of the new registered office address, and the minutes of the general meeting.

Publication of Notice: In the case of relocating from one state to another, the company must publish a notice in at least one English-language newspaper and one vernacular-language newspaper in the state where it is registered.

Update Statutory Records: Once the ROC grants approval for the address change, the company must update its statutory records, including the Memorandum of Association, Articles of Association, and other registers.

Key Considerations for Changing a Private Limited Company's Address

• Review the Memorandum and Articles of Association: These legal documents define the company's structure and regulations. Carefully review them to understand the procedure for changing the registered office address.
• Inform Relevant Authorities: Notify authorities such as the Companies House, HM Revenue & Customs, and other regulatory bodies promptly to avoid penalties and legal issues.
• Update Company Materials: Update all company stationery and the website to reflect the new address.
• Notify Customers and Suppliers: Inform all relevant parties well in advance to prevent communication disruptions.
• Update Financial Records: Ensure bank and financial records reflect the new address.
• Notify Landlord or Property Owner: If the company operates from leased or rented premises, inform the landlord or property owner in advance. Negotiate the terms of any new agreements.

FAQ's