How to change registered office of the company

Section 12 of the Companies Act 2013 states that:-

1. A company shall, on and from the fifteenth day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.
2. The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.
3. Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.
4. Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed.

Hence form INC-22 has to be submitted to the ROC (Registrar Of Companies) within 15 days in case of change. Let’s take a look at rule 25 and 27 which are laid down for the verification and change of the registered office.

Rule 25 verification of registered office

1. The verification of the registered office shall be filed in Form No. INC-22 along with the fee and
2. There shall be attached to said Form, any of the following documents, namely

1. The registered document of the title of the premises of the registered office in the name of the company; or
2. The notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
3. The authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office and
4. The proof of evidence of any utility service, like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.
    

Rule 27 Notice and verification of change of situation of the registered office

The notice of change of the situation of the registered office and verification thereof shall be filed in Form No. INC-22 along with the fee and shall be attached to said Form, the similar documents and manner of verification as are prescribed for verification of Registered office on in corporation as in terms of sub-section (2) of section 12.
 

Following documents are necessary to attach for verification as well as change of address

• Proof of Registered office addresses (Conveyance/Lease deed/ Rent Agreement etc along with the rent receipts)
• Copies of the utility bills (proof of evidence of any utility service like telephone, gas ,electricity etc. depicting the address of the premises not older than two months is required to be attached )
• Altered Memorandum of association. This is mandatory to attach in case of shifting of registered office from one state to another within the jurisdiction of same RoC or from one state to another outside the jurisdiction of existing RoC
• A proof that the Company is permitted to use the address. Authorization from the owner or occupant of the premises along with proof of ownership or occupancy and it is mandatory if registered office is owned by any other entity/ person (not taken on lease by company)
• Certified copy of order of competent authority- It is mandatory to attach in case of shifting of registered office from one RoC to another within the same state or from one state to another within the jurisdiction of same RoC or from one state to another outside the jurisdiction of existing RoC
• List of all the companies (specifying their CIN) having the same registered office address, if any.

In addition to this the company needs to pass a resolution regarding the change of registered office to a location outside the premises of local vicinity. The following measures are followed:-

• A special resolution passed in the general meeting. (in case of registered office would be outside the local district/area)
• A Board Resolution is passed to sanction a director to sign and present form INC-22.
   

Change of Registered office to a different state

• The company has to make modifications in the MOA
• In order to do above a special resolution needs to be passed by the company and the same to be filed to the ROC in Form MGT-14 within 30 days of passing the resolution
• In order to change the registered office to a different state the company requires an approval of the central government in form INC- 23. Documents be attached with the application form INC-23

1. A copy of the memorandum and articles of association
2. A copy of the notice of the general meeting along with detailed statement
3. A copy of the special resolution approving the amendment by the company members
4. A copy of the proceedings of the general meeting, giving details of the number of votes cast in support or in opposition to the resolution
5. An affidavit verifying the application
6. The list of creditors and debenture holders entitled to object to the application
7. An affidavit verifying the list of creditors
8. The document relating to payment of application fee
9. A copy of board resolution / Power of Attorney

The Central Government within a period of sixty days shall order the application for change of registered office to a different state.

Also before passing the order it might ensure that the amendment has been permitted by the creditors, debenture-holders and other persons concerning the company. The authorization of the central government shall be filed with the Registrars of both the states, old and new. Registrar of the new State shall register the change, and shall issue a new certificate.
 

Change of registered office within the same state (different ROC)

• If the company wants to change the registered office from the jurisdiction of one ROC to another (same state), the company has to submit an application for the consent of the Regional director (RD) in the approved format (Form INC-23)
• If the change is validated by the RD, the company has to file the same to the ROC within a period of sixty days from the date of confirmation of the RD
• The registrar shall confirm the change of the registered office within 30 days from the date of filing of the confirmation.