4. Registered Office Change

Changing the registered office of a company is a common compliance requirement that can arise due to various reasons such as relocation, business expansion, or restructuring. The registered office is the official address of the company where all communications and notices are sent, and it is crucial to keep this information up-to-date in the records of the Registrar of Companies (ROC).

Compliance Requirements

  1. Eligibility: All companies, whether private limited, public limited, or one-person companies, can change their registered office, provided they comply with the relevant provisions under the Companies Act, 2013.
  2. Type of Change:
    1. Within the Same City: Changing the registered office address within the same jurisdiction (city).
    1. From One Jurisdiction to Another: Moving the registered office from one city to another, which may require additional compliance.

Legal Process

  1. Board Resolution:
    1. The process begins with the board of directors passing a resolution to approve the change of the registered office.
  2. Filing with ROC:
    1. If the change is within the same city, Form INC-22 must be filed with the ROC within 30 days of passing the board resolution.
    1. If the change involves moving to a different jurisdiction (city), the process also requires passing a special resolution in a general meeting and filing the following forms:
      1. Form INC-22: To notify the ROC of the new address.
      1. Form MGT-14: To file the special resolution passed for changing the registered office.
  3. Verification of New Address:
    1. The new registered office address must be verified, and the company should ensure that it has all necessary documents (such as a rental agreement or ownership proof) to support the new address.

Required Documentation

  • Board Resolution: Documenting the decision to change the registered office.
  • Proof of New Address: Such as a utility bill, rental agreement, or property deed in the name of the company.
  • Form INC-22: For notification to the ROC.
  • Form MGT-14: If a special resolution is required (for changes involving different jurisdictions).
  • NOC from Landlord: If the office is rented, a No Objection Certificate from the landlord may be required.

Charges

  • Professional Fees: ₹2,000 – ₹7,000 for assistance in the change of registered office, which may include legal consultation, drafting of resolutions, and filing documents.
  • Government Fees: Applicable charges for filing Form INC-22 and Form MGT-14 with the ROC (usually nominal).

Timeline

  • The process of changing the registered office can take approximately 2 to 4 weeks, depending on the company’s internal procedures and the time taken by the ROC to process the filings.

Important Considerations

  • Communication: Notify all stakeholders (clients, suppliers, and service providers) about the change in registered office.
  • Updating Other Registrations: Ensure that other regulatory registrations (such as GST, EPF, etc.) are also updated with the new registered office address.
  • Compliance with Articles of Association: Review the Articles of Association for any specific procedures related to the change of registered office.

Conclusion

Changing a registered office is an essential compliance process that must be executed following the legal requirements outlined in the Companies Act. Companies are encouraged to seek professional guidance to ensure that all steps are followed correctly and to minimize the risk of non-compliance.