Every company on and from the fifteenth day of the incorporation should have a registered office which will be capable of receiving all the necessary information and notices.
- Within a period of thirty days of incorporation, every company should send the documents to its registered office to the registrar of the company.
- Any change in the address of the office should be informed to the registrar within 15 days of such change in the manner prescribed in the act.
- Every change in the address of registered office or its situation must be informed to the ROC in Form INC 22 within the prescribed period of time.
- The company must, not less than one month before filing any application with the Regional Director for the change of registered office:
- publish a notice, at least once in a daily English newspaper and in the main language of that district in which the registered office of the company is situated and circulating in that district; and
- serve, by registered post with acknowledgement due, an individual notice on each debenture holder, depositor and creditor of the company, clearly indicating the matter of application and asking any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds for opposition, if any, to the Regional Director with a copy to the company within twenty-one days of the publication of that notice. If none is forthcoming, then consent will be deemed.
- All these procedures will be irrelevant and a waste of time and no change in registered office will be allowed if any inquiry, inspection or investigation is being conducted by the company or any prosecution is pending against the company under the Companies Act,2013.
- If any creditor or debenture-holder objects, then either his consent must be obtained or his claim/debt must be discharged.
- The company must at least 14 days before the date of hearing-
(a) advertise the application for change in registered office in the Form INC-26 in a local newspaper in the main local language in the district in which the registered office of the company is situated, and at least once in an English newspaper circulating in that district;
(b) serve individual notice(s), of the advertisement in the newspapers on each debenture-holder and creditor of the company; and
(c) serve, by registered post with acknowledgment due, a notice along with the copy of the application to the Registrar and to SEBI, in the case of listed companies and to any other regulatory body, if the company is regulated by any special Act or law.
- In a case of any member objects, the company must serve a copy of the objection to the Central Government on or before the date of hearing.
- If no objection is received by the Central Government, then the application will be processed and order passed without a hearing.
Verification of registered office
- The process of verification of registered office should be filed in form INC 22 with the prescribed fees attached.
- The below-mentioned documents must be attached with the form:
* The document of the title of the premises of the company.
* Form INC-7.
* Lease or rent agreement copy in the name of the company along with the copy of rent paid receipt of the previous month.
* Owner will give the authorized documents of its ownership of the company to use the registered office for the company.
* Any evidence depicting the address and name of the owner such as telephone bill, electricity bill.
Notice and verification of change of situation of the registered office
Form INC 22 must be filed for the notice of the change in the situation of the office. Along with the form, the prescribed fees should also be attached. Documents which are required to be attached with the form should be done properly.
When the registered office is owned by the company itself
Documents required in this case are conveyance deed of the property in the name of the company.
If the registered office is taken on lease or rent
In this case, the documents of the lease or the rent receipts should be given to the registrar of the company.
Premises in owned by the director
In this case, when the premises are owned by the director or any other person and premises is not taken on lease by the company then the company needs to show the proof that they are permitted to use the address as the registered office of the company.
In all the above cases certain documents such as utility bill need to be shown. For example, water bill, electricity bill etc. These bills should be in the name of the company expressing the details of the registered address of the company. However, these bills should not be older than 2 months.
Resolutions to be passed
If the company wants to relocate the address of its registered office to another place then the company needs to pass a special resolution in the general meeting.
For the directors to sign on the form INC 22 a board resolution needs to get passed.
Approval is required to be obtained by the company from the different ROC for the office outside the local limits of the country
Important point to note is if the company wants to change the address of the registered office from jurisdiction of one ROC to another ROC within the same state, then the company has to take the approval of the regional director of the state by filing an application seeking his approval must be filed by the company, with the Regional Director, in Form No.INC.23 along with the fee. Once the regional director gives approval, the company within 60 days, has to file the confirmation to the ROC.
After this, the registrar should give confirmation about the registered office change within 30 days after the confirmation is received.
Change of registered office from one state to another
Memorandum of association needs to get amended if the company wants to change registered office from one state to another. For changes in MOA, a special resolution needs to get passed.
Approval of CG in Form INC 23 is required by the company to change its registered office from one state to another.
Documents required to be attached with the form
- A copy of MOA and AOA of the company.
- A copy of the notice convening the general meeting along with relevant Explanatory Statement.
- A copy of the special resolution which was passed.
- Copy of the minutes of the general meeting at which the resolution authorizing such change was passed, giving details of the number of votes cast in favor or against the resolution
- Affidavit verifying the application.
- A list containing the names and address all creditors and debenture holders along with nature and amounts due to them entitled to object to the application.
- Affidavit verifying the list of creditors must be signed by a Company Secretary, if any, and not less than 2 directors, one of whom must be a managing director if any.
- Document for the payment of application fees.
- A copy of board resolution or power of attorney of the company.
- A copy of minutes which were taken in the meeting in which resolution was passed or power of attorney or vakalatnama, as is applicable.
- Affidavit stating that no employees shall be retrenched due to change in registered office.
- Copy of the application to be sent to the Chief Secretary of the concerned State Government or the Union territory and a copy of the application’s acknowledgement of service must be sent with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is located at the time of filing the application.
- The certified copy of the order of the Central Government, approving the change in the memorandum for transfer of the company’s registered office from one State to another, shall be filed in Form INC-28 along with the fee with the Registrar of the new State within thirty days from the date of receipt of certified copy of the order.