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Change Of Registered Office

Change in Registered Office

The registered office of a corporation is computed as an area where all the official connections concerning the corporate are sent. aside from the registered office, a corporation owns many different offices like administrative office, branch office, corporate office, and factory. At an equivalent time, it’s essential for the registered office to register itself with the MCA (Ministry of Corporate Affairs). The company’s operator decides the place and site of the registered office. Once the registered office of the corporate is announced through filing INC 22, any alterations within the registered office of the corporate are announced to the ROC (Registrar of Companies).

The registered office of the corporate determines the company’s domicile. ROC is decided by the situation of the registered office. Any alteration concerning the address of the registered office should be told to the ROC (Registrar of Company).

What are the various sorts of Registered Office Address Change?

• Amend within the registered office of a personal Ltd. with an identical state;
• Alteration within the registered office of personal Ltd. within the similar state but outside this town, city, or village with the similar ROC (Registrar of Companies);
• Alteration within the incorporated office of a corporation within the similar state, however, from one ROC (Registrar of Companies) to a different ROC;
• Alteration within the registered office of a personal Ltd. from one state to a different state or from the jurisdiction of the one Registrar of Companies to a different ROC.

Reason for Change in Registered Office Address

BODs (Board of Directors) or stakeholders residential district often determine the situation of the registered office. the sole grounds considered are their comfort. Although, in some cases require arises to vary in registered office within the company location from one place to a different .

• The company needed to vary their registered office address when it’s enlarging at a faster pace, and therefore the office space and infrastructure doesn’t slot in consistent with the company’s current position.
• If you’re within the last time of your company’s rent and you’re thinking of hiring another office space at rent.
• If a corporation is preparing to get the new genres for business growth and thus preparing to shift their incorporated office to an area where they will discover better market opportunities.
• If another company is funded in your company or entity, your registered office address will sure to shift.

What are the Registered Office Necessities at the time of Company Registration?

It is essential to introduce the registered office of the corporate during the registration of the corporate . Following are the vital documents required at the time of finalising an area for your registered office of the company:

  • Submit the water bill or electricity bill;
  • Property Tax Receipt;
  • No Objection Certificate from a landlord concerning registered office;
  • Rent Agreement between the corporate and therefore the landlord.

Ensure that the address and name you’ve got furnished on the water bill/property tax receipt/ electricity bill must match with the No Objection Certificate furnished by the owner and mentioned within the lease or rental agreement. Further, free land or a building under construction can’t be allocated as an area for a registered office of the corporate . Hence, it’s not required to announce a registered office as an industrial property or a billboard . A residential property also can be announced as a registered office of the corporate .

Process for the Change within the Registered Office of the corporate Address

Let’s undergo the procedure that has got to be followed during the change within the registered office of the corporate address as offered within the Companies Act, 2013:

1. Change in Registered Office of the Private Ltd. within an equivalent State

Following is that the procedure is followed, just in case of any change within the registered office of the corporate address of a personal Company (Pvt. Ltd.) from one place to a different within the territories of an identical state:

• A committee meeting is conducted and take a choice on the same;
• A candidate or an applicant is required to file Form INC-22 with the Registrar of Companies and within fifteen days from the date of passing the resolution.

Documents required with Form INC-22:
• Submit a replica of this address of the registered office of the company;
• Submit the newest copy of utility bills like electricity bill, water bill, telephone bill , etc.;
• No Objection Certificate (NOC) in reference to the utilization of Premises procured from the owner.

2. Change within the Registered Office of the corporate (Private Ltd. outside the Territories of Present Town, Village, or City):

When the Private Ltd. transfers its registered office from outside the territories of this village, town or city, the subsequent procedure is required to be followed:

• A committee meeting is managed during which the day, time, date and therefore the venue of the additional Ordinary General Meeting is fixed;
• A decision concerning the change within the registered office of the company’s address is passed within the Extra Ordinary General Meeting;
• With the ROC Form, MGT-14 is filed within thirty days from the date of passing the resolution.

Documents Required:
Form MGT-14
• Submit a licensed copy of the resolution;
• Within fifteen days of passing, the choice Form INC-22 is filed with the ROCs.
Form INC-22
• Submit a replica of the registered office address;
• Submit a replica of the newest utility bills;
• No Objection Certificate for the utilization of area attained from the proprietor;
• Special Resolution.

3. Alteration within the Registered Office of the corporate within an identical state but from one ROC to another:

In case of change within the present registered office address of a personal company from one ROC to a different , however, within the territorial limits of an identical state, the subsequent are some norms that ought to be fulfilled as per the businesses Act, 2013;

• A meeting of the board is conducted, which can be finalised the time, date, day, and venue of the additional Ordinary Meeting;
• In such meeting, an exclusive decision is formed for the alteration of MOA (Memorandum of Association) and therefore the shifting of the registered office;
• Form MGT-14 is filed with the (ROC) Registrar of Companies within thirty days from the date of coming to an end;
• Submit an authenticated copy of the choice of the additional Ordinary General Meeting.

Application to the Director in Form INC-23
• Publish a notice during a regular newspaper in English and regional language of that area where the registered office is located;
• A separate notice on each holder of debenture, depositor, or creditor of the corporate sends specifying the appliance matter and tells that a person whose interest is taken into account to be suffering from the designated alteration in MOA.

Documents Require
• Submit a licensed copy of the Notice of an Extra-Ordinary General Meeting (EGM);
• Submit a replica of the resolution passed at Extra-Ordinary General Meeting;
• Minutes of Extra-Ordinary General Meeting;
• Submit a replica of the newspaper ad;
• Submit a replica of the altered MOA;
• An affidavit confirming the application;
• A detailed list of Debenture holders and creditors qualified to the objections;
• Declaration from the KMP (Key Managerial Personnel);
• Declaration from any two directors that the entity has not defaulted in payments thanks to their worker.
After receiving the confirmation, the regional Director is interfaced within thirty days from the date of getting the appliance by the company’s Director. Once you’ve got received the Regional Director’s order, you want to file Form INC-22 with the ROCs. Following are the documents you’ll require to submit:
• Submit the copy of the registered office address;
• Submit the copy of the newest utility bills;
• NO Objection certificate for the utilization from the proprietor.

4. Alteration within the Registered Office of a personal Company from one state to a different from the Jurisdiction of 1 Registrar of Companies to another:

Below is that the process that ought to be followed within the aforementioned case:

• A meeting of the board is conducted which will choose a date, time, day, and therefore the location for holding EGM;
• In EGM, a special resolution is passed;
• A notice is published within the regional newspaper;
• You need to fill the shape MGT-14 within thirty days from the date of passing such resolution.

Note:
• Publish a notice during a regular newspaper in English and regional language of that area where the registered office is located;
• A separate notice on each holder of debenture, depositor, or creditor of the corporate sends specifying the appliance matter and tells that a person whose interest is taken into account to be suffering from the designated alteration in MOA.
• Procuring No Objection certificate within twenty-one days from the Director defines that it’ll be entitled to the transfer of the registered office of the corporate .

Documents Required:
• Submit a licensed copy of the Notice of an Extra-Ordinary General Meeting (EGM);
• Submit a replica of the resolution passed at Extra-Ordinary General Meeting;
• Minutes of Extra-Ordinary General Meeting;
• Submit a replica of the newspaper ad;
• Submit a replica of the altered MOA;
• An affidavit confirming the application;
• A detailed list of Debenture holders and creditors qualified to the objections;
• Declaration from the KMP (Key Managerial Personnel);
• Declaration from any two directors that the entity has not defaulted in payments thanks to their worker.
Regional Director will deliver you his or her confirmation within thirty days from the date of application receiving. subsequent thing an entity has got to do is that they need to file a Form INC-28 with the Registrar of Companies within thirty days from the submission date.
After that, Form INC-22 is filed with the Registrar of Companies within fifteen days of the alteration within the registered office of the corporate along side the subsequent documents:
• Submit the copy of the registered office address;
• Submit the copy of the newest utility bills;
• No Objection Certificate for the utilization of premises.
Change within the Private Limited Company’s address based upon the case whether the address alteration is within the state or from a state to a different , within an equivalent Registrar of Companies or the various . Procedures are followed as per the classification which is given within the Companies Act, 2013.

 

PROCDURE FOR APPOINTMENT OF DIRECTOR

basic

Change of registered office with city.

Rs.2,000/-

Standard

Change of registered office From one ROC to other ROC

Rs. 9,899/-

Premium

Change of registered office From one State to other state

Rs.24,999/-

Frequently Asked Questions

Ans. just in case company has changed its registered office within local limits of an equivalent city or place, intimation regarding an equivalent has got to be filed in Form INC-22.

Similarly, if company wishes to shift or change its registered office outside local limits of city, town or village, first eForm MGT-14 then eForm INC-22 are required to be filed to Registrar of Companies (ROC) to offer effect to such change.
In case, company wants to shift the registered office from one state to a different state or from jurisdiction of 1 RoC to a different , it must file following forms to offer effect to such change:
1) Form MGT-14
2) Form INC-23 – File application with Central Government in Form No.
3) Form INC-28
4) Form INC-22

Ans: As per Companies Act, 2013 nowhere limit of registered office at single premises is prescribed. Therefore, it’s very clear that single premises can have any number of registered offices.

Ans: No, it’s nowhere mentioned that the professional must visit the Registered Office for verification. However, it’s advisable that so as to minimise the danger and to make sure the existence of an equivalent , one can visit the registered office.

Ans: Photograph of Registered office of the corporate showing external building and inside office also showing therein a minimum of one director/KMP who has affix her/his digital signature to the present form.

Ans: As per Section 12(3)(a) of the businesses Act, 2013, every company shall paint or affix its name, and therefore the address of its registered office, and keep an equivalent painted or affixed, on the surface of each office or place during which its business is carried on, during a conspicuous position, in legible letters, and if the characters employed therefor aren’t those of the language or of 1 of the languages generally use therein locality, also within the characters of that language or of 1 of these languages.

Ans: As per Section 12(3)(a) of the businesses Act, 2013, every company shall paint or affix its name, and therefore the address of its registered office, and keep an equivalent painted or affixed, on the surface of each office or place during which its business is carried on, during a conspicuous position, in legible letters, and if the characters employed therefor aren’t those of the language or of 1 of the languages generally use therein locality, also within the characters of that language or of 1 of these languages.

Hence, it’s advisable that Name board of the corporate should be in English and in regional language in compliance with aforesaid provision.