As Per Section 12(1) of Companies Act 2013 – 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
Registered office place to maintain the Annual Returns of the Companies, maintain books of accounts of Annual General Meeting and place to maintain Books of Accounts. Sometimes business required to change the Registered office, this could be within the same state or different state.
Change of Registered office within same State;
Board Resolution – Board Of Directors
Special Resolution – Shareholder Approval
INC 22 need to file within 15 Day to concern ROC (Copy of Rent Agreement, Electricity Bill, NOC from owner would be Required to file INC 22)
Change of Registered office within same State; but different ROC
Incase the company wants to change the registered office from within same State; but different ROC, company has to approach concern Regional Director (RD) under prescribe format (INC 23).
The ROC shall confirm the change of the address within 30 days of the filing.
Publish at least once in a daily newspaper published in English and in the principal language of that district in which the registered office is situated and circulating it in that district.
Serve individual notice on each debenture holder, depositor and creditor of the company.
Change of Registered office Another State
Changing of Registered office from one state to another is the changing jurisdiction of court, hence this process required approval from Central Govt.
- File an application to to seek approval from the Central Government (INC 23)
- Alternation to Company Memorandum of Association (MOA)
- File special Resolution with Roc (MGT 14)
- Publish at least once in a daily newspaper published in English and in the principal language
The Central Government shall dispose of the application under sub-section (4) for change of registered office outside the state within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company.
The approval of the Central Govt shall be filed with the Registrars of both the states in which the old and the new registered office of the company are situated.
Registrar of the State where the registered office is being shifted to, shall register the change, and shall issue a fresh certificate of incorporation indicating the alteration.