Overview

It is necessary for a business or any company to have a registered office, as per the Section 12 of Companies Act, 2013 it is mandatory to have a registered office for all businesses including LLPs, that too within 30 days of company incorporation. It is required for every business till its existence in India, the registered office address is also mentioned in the AOA (Articles of Association) and MOA (Memorandum of Association).

You must understand that what registered office means for a business, it is a place where company gets all the communication and notices. It is an official place of the company which people can find to communicate. Companies need to provide the accurate address of the registered office to the ROC, in case if a company has requirement to change in registered office, for that they need to follow the legal compliances .

Importance of Registered Office 

The registered office of a company is crucial for several reasons:

1. Legal Requirement: Most jurisdictions mandate that a company has a registered office, which serves as its official address for legal purposes.

2. Official Correspondence: It is the address where all official communications, legal documents, and government notices are sent.

3. Public Record: The registered office address is recorded in public registers, making it accessible to stakeholders, clients, and regulatory authorities.

4. Jurisdiction: The location of the registered office determines the jurisdiction under which the company falls for legal and administrative purposes.

5. Service of Process: It is the address where legal documents, such as court summons and notices, can be served to the company.

6. Credibility and Trust: Having a registered office enhances the company's credibility and trustworthiness with clients, investors, and business partners.

The registered office is essential for a company's compliance with legal requirements, efficient management of official communications, and establishment of a credible business presence

Documents Required for Change in Registered Office 

• Electricity bill or gas bill
• Possession tax receipt
• NOC (No Objection Certificate) from the owner of the registered office
• Lease treaty between the firm and owner

Note:- Make sure that all the above mentioned documents you provide should carry the same address as NOC receipt. Moreover, a premise under construction cannot be appointed as a registered office.

Types of Change in Registered Office

1. Different ROC but Within the State

In case a company wishes to change the registered office address from the jurisdiction of one ROC to another ROC then company must obtain the approval for regional director as mentioned in the Form INC-23. After obtaining the approval from the Regional Director and ensuring the change for your registered office, this confirmation must be filed with the ROC within the 60 days. Roc shall confirm the change in registered office address within the 30 days of filing.

2. Same State but Different ROC

In the states like Tamil Nadu and Maharashtra, there are 2 ROC, it may happen when the company address is changed and the registrar of company also changed the address, therefore there are is different procedure when such changes happen.

3. Within the Same City

1. Initially company has to hold the board of meeting and pass the resolution for the change in registered office.

2. The company is required to file the Form INC-22 with MCA, that has to be filed within the 30 days of passing Board Resolution.

3. Latest address proof such as utility bill, gas bill etc of the business or company along with the NOC from the owner (Rental agreement if the place is rented), Board resolution should be attached.

4. In Another State

The process of shifted the registered office from one state to another state varies from others, the procedure is as follows:-

1. It is necessary to hold a meeting and pass the resolution to hold EGM (Extraordinary General Meeting)

2. After that a special resolution should be passed in the EGM regarding the change in the registered office and for changing the MOA. The resolution should be filed in MGT-14 within the 30 days with MCA.

3. The company has to publish an ad regarding shifting the registered office, the ad need to be published in the regional newspaper and should be in English newspaper.

4. Company should send the notice to the debenture holders and creditors regarding the change in registered office address.

5. An application has to be filed to the Regional Director about the change in registered office along with the mentioned documents.

6. In case of any objection, hearing will be held with the Central Government and order will be passed.

7. After receiving the confirmation from the Regional Director to the ROC is to be filed by the company within the 30 days from the order date.

8. It is necessary to file Form INC-22 to the Registrar of Companies along with the required documents within the 30 days.

Note:- The Central Government of India has to be dispose the change in registered office application outside of state within the 60 days application and before passing the resolution. It should confirm that the change with the debenture holders, creditors etc. Approval from Central Government should be filed with Registrar of both states.