Explore all the details you need about Company Registered Office Change, tailored for your needs.
A company's registered office is its official address listed with the Registrar of Companies (ROC), where all formal communications are received. This address plays a crucial role in legal documents like the Memorandum of Association (MOA) and Articles of Association (AOA), ensuring that the company meets statutory requirements and remains compliant with applicable laws.
When a company needs to change its registered office, the process involves several steps such as conducting board meetings, obtaining shareholder approvals, and submitting the necessary filings with the ROC. The requirements can differ based on the type of move—whether it's within the same city, to a different city, or even to another state. SoloCorp offers expert assistance to guide businesses through these processes, ensuring that they meet all legal obligations and achieve a smooth transition without unnecessary delays.
A company's Registered Office is its official address, which is legally registered with the Registrar of Companies (ROC) in the jurisdiction where the company is incorporated. This address serves as the location for all formal communications, legal documents, and official notices sent to the company.
Maintaining a registered office is a legal requirement for companies, and this address must be disclosed in essential documents such as the Memorandum of Association (MOA) and Articles of Association (AOA). It is crucial for ensuring that the company complies with relevant laws and regulations.
The registered office serves as the central hub for all official communications and notices addressed to the company. It is the principal place of business where the company conducts its operations and interacts with stakeholders.
Circumstances may arise that necessitate a change in the registered office's location. In such cases, the company must comply with specific protocols and legal requirements as outlined in the Companies Act, 2013, and further detailed in the Companies (Incorporation) Rules, 2014.
The company address change can occur within the same city, across cities, or even in a different state or region, depending on the company's needs and strategic decisions. When a company decides for a change of registered office, the process and regulatory requirements can vary significantly based on the nature of the relocation.
When a company decides to change its registered office within the same city, town, or village local limits, a specific procedure must be followed to ensure compliance with regulatory requirements. Here's a concise breakdown of the steps involved in this process.
When a company plans to move its registered office outside the local limits of any city, town, or village but within the same jurisdiction of the Registrar of Companies (ROC) and the same state, it must follow a detailed procedure to ensure legal compliance and regulatory approval.
The company must first convene a meeting of its Board of Directors to address several important matters, including passing a Board Resolution for relocating the registered office, authorizing company officials to implement the resolution, and approving the notice for calling a General Meeting of shareholders.
The approved notice for the General Meeting must be dispatched to all shareholders, directors, and auditors through post, courier, or email, detailing the agenda to seek approval for the office relocation.
At the convened General Meeting, the shareholders must pass a Special Resolution to approve shifting the registered office outside the local limits.
Within fifteen days of passing the Special Resolution, the company must file a certified true copy of the Special Resolution, an explanatory statement, and the notice of the Extraordinary General Meeting (EGM) to the ROC in form MGT-14. The Service Request Number (SRN) of this filing is crucial for subsequent steps.
Forms to be used: MGT-14
Subsequently, within fifteen days of the General Meeting, the company must file the required documents, including a certified true copy of the Board Resolution, Special Resolution, proof of the new registered office address, a recent utility bill (not older than two months), and documentation proving the company's right to use the address if the premises are not owned.
Forms to be used: INC-22
Following the ROC's approval, the company must update its address on all official documents, including letterheads, banners, signboards, and other relevant records or papers.
Shifting a company's registered office from the jurisdiction of one Registrar of Companies (ROC) to another within the same state involves a comprehensive procedure to ensure compliance with legal requirements.
The company must convene a meeting of its Board of Directors to pass a resolution approving the relocation of the registered office from one ROC jurisdiction to another within the same state, authorize company officials to implement the resolution, approve the notice for calling a General Meeting, and authorize dispatch of the General Meeting notice to shareholders, directors, and auditors.
Dispatch the approved General Meeting notice to all shareholders, directors, and auditors through post, courier, or email.
Conduct a General Meeting to pass a Special Resolution for the shift of the registered office across ROC jurisdictions.
Within thirty days of passing the Special Resolution, file a certified true copy of the resolution, an explanatory statement, and the notice of the General Meeting to the ROC using Form MGT-14.
Forms to be used: MGT-14
Prepare and, if necessary, obtain consent from the company's creditors and debenture holders regarding the proposed office relocation.
Notify the state Chief Secretary about the proposed shift, ensuring that the move does not adversely affect the interests of the company's employees.
Submit an application to the Regional Director with documents such as Board and Special Resolutions, General Meeting minutes, declarations from key managerial personnel or directors, acknowledgment of state Chief Secretary intimation, and confirmation that the relocation will not affect the court’s jurisdiction for pending cases.
Forms to be used: INC-23
The Regional Director will review the application and is expected to pass an order within fifteen days if the application is complete.
File the Regional Director's approval order with the ROC using form INC-28 within thirty days of receiving the order.
Forms to be used: INC-28
Within sixty days of receiving the Regional Director's order, file form INC-22 with the ROC, including certified true copies of resolutions, proof of the new registered office address, a recent utility bill, evidence of the right to use the premises (if leased), and the Regional Director's order.
Forms to be used: INC-22
Following ROC approval, update the company's registered address on all official documents, including letterheads, banners, signboards, and other relevant records.
Relocating a company's registered office from one state to another involves meticulous steps to ensure compliance with legal requirements.
Convene a Board of Directors meeting to pass resolutions for shifting the registered office to another state and altering the Memorandum of Association (MOA). Authorise officials to file a petition with the Regional Director for newspaper publication, appoint an Authorized Representative to appear before the Regional Director, and approve the dispatch of the General Meeting notice.
Send notices of the General Meeting to shareholders, directors, and auditors by post, courier, or email.
Hold a general meeting to pass special resolutions for shifting the registered office and altering the MOA.
Compile lists of secured and unsecured creditors and debenture holders, including amounts due, not older than one month from the application date, accompanied by a declaration signed by the Company Secretary and at least two Directors.
Dispatch individual notices to creditors and debenture holders seeking no objection certificates, sent at least fourteen days before the hearing date.
Publish notices regarding the change in registered office from one state to another in both an English and a vernacular newspaper in the district of the existing office, as per form INC-26, at least fourteen days before the hearing.
Forms to be used: INC-26
Send copies of the application to the ROC of the existing state, relevant regulatory bodies, the Securities and Exchange Board of India (for listed companies), and the Chief Secretary of the existing state.
Submit an application to the Regional Director with documents such as the altered MOA, minutes of the General Meeting, board resolutions, affidavits, list of creditors and debenture holders, newspaper advertisements, and no objection certificates from creditors, if any.
Forms to be used: INC-23
The Regional Director may pass an order without a hearing if no objections are received within fifteen days or hold a hearing and pass an order within sixty days if there are objections.
File form MGT-14 with the ROC within thirty days of passing the special resolutions, including the altered MOA and General Meeting details. Submit the application to the Regional Director in form INC-23, file a copy of this application with the ROC in form GNL-1, file the Regional Director's order in form INC-28 within thirty days of receipt, and submit form INC-22 within fifteen days of receiving the order with details of the new registered office and the order from the Regional Director.
Forms to be used: MGT-14, INC-23, GNL-1, INC-28, INC-22
Inform various government, non-government, and local authorities about the change in the registered office.
After ROC approval, update the company's address on all records, including letterheads, banners, and signboards.
Solocorp is a reliable choice for handling your company's registered office address change due to our straightforward and efficient approach.
Our expertise in legal and regulatory processes ensures that your address change complies with all necessary formalities, avoiding common pitfalls.
With a dedicated team to guide you through each step, from documentation to ROC filing, Solocorp makes the complex procedure hassle-free, allowing you to focus on your business while we take care of the legalities.
