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What Is A ‘Registered Office’?

To understand the intricacies of changing the registered address of a company, it is imperative to understand the meaning and significance of a ‘registered office’. A registered office is the official address of a company to which all official communication is sent by any individual, government, non-government or regulatory body. All registered companies are legally required, under section 7 of the Companies Act, 2013, to have a registered office address in India from the date of commencement of business or within thirty days from the date of incorporation, whichever is earlier. However, the proposed company is required to intimate the Registrar of Companies of the state concerned, the address of its registered office at the time of incorporation itself.

Significance Of ‘Registered Office’

Section 12 of the Companies Act, 2013, says that a company must have a registered office established from the fifteenth day of its incorporation so that it could receive all the communications and notices addressed to it. Also, it is necessary to produce the verification of the registered office to the registrar within thirty days of incorporation of the company concerned.

Any form of change in the registered office must be notified to the Registrar of Companies within fifteen days of the change in e-Form INC-22 (erstwhile Form 18). To verify the change at the registered office, the central government has prescribed Rule 27 of the Companies Rules 2014 which has to be adhered.

Rule 27, Companies Rules 2014 – Notice And Verification Of Change

This rule talks about the notice of change which is to be intimated to the Registrar of Companies (ROC) and verify the same by filling out e-Form INC-22 and paying the prescribed fee. The process of verification has been talked about in section 12(2) of the Companies Act, 2013 where certain documents are required to be attached with the e-form INC-22. The documents which are a requisite for verification are given below –

1. Copy of the conveyance deed if the registered office is owned by the company itself.
2. If the registered office is taken on lease/rent by the company concerned, documents like copies of the lease deed, rent agreement, and receipts are required. In this case, the rental receipts should not be older than a month.
3. If the office premises is owned by a director of the company and is not taken on lease by the company, then a ‘No Objection Certificate’ is required from the owner with regard to the usage of the premises as the registered office of the company.

Apart from the documents required above, the utility bills are required to be enclosed as well. These utility bills must bear the name and address of the company. The address should be the same as filled out in e-form INC-22. Such bills should not be more than two months old. The utility bills that can be submitted are as follows –

1. Mobile/Landline bill
2. Electricity bill
3. Gas bill

Resolutions To Be Passed By The Company

Before submitting the e-form (INC-22) with the required documents to the Registrar of Companies, certain resolution(s) are required to be passed by the board about which are discussed below –

Special Resolution – This form of resolution is passed in three scenarios –

1. If the registered office is proposed to be shifted to a place outside the delimitation of the city/town/village but belongs to the same jurisdiction of the ROC, then a Special Resolution has to be passed by the Board of Directors.
2. If the registered office is proposed to be shifted to a different place outside the delimitation of the particular city/town/village and the jurisdiction of the ROC changes, then a special resolution has to be passed by the Board. For example – In the state of Maharashtra, if the registered office, within the state of Maharashtra, shifts from Mumbai to Pune, then apart from the special resolution required to be passed by the board, permission of the Regional Director is important as well.
3. In the situation where the registered office is proposed to be shifted in the other state, apart from Special Resolution, approval from the central government is required as well.

Board Resolution – If the registered office is shifted from one place to another within the same city, town or village then just a board resolution is enough.

Change Of Registered Office Within The Same State And Same ROC

If a company intends to shift its registered office from one place to another within the jurisdiction of the same ROC under which its registered office was earlier registered, the company would only require a board resolution to be passed by its board and a notice of the same must be intimated to the Registrar of Companies who shall, within fifteen days, record the change in address in its registry/database.

Change Of Registered Office Within The Same State But With A Different ROC

If a company intends to change its registered office from the jurisdiction of one ROC to another ROC within the delimitations of the same state, the company would first have to require the approval of the Regional Director by filling out the e-form INC-23 along with the payment of a prescribed fee amount. Once this change has been confirmed by the Regional Director, the company has to file the confirmation with the Registrar of Companies within a period of sixty days. Now, it becomes the responsibility of the ROC of that particular jurisdiction, where the company intends to shift its office, to confirm the change within a period of thirty days from the date of application.

If a company intends to change its registered office from one state to another, the company’s Memorandum of Association has to be amended. The approval for amendment has to be done via a special resolution which is to be passed by the board of directors of the company. e-Form MGT-14 has to be filled and submitted to the ROC under Section 117 of the Act (of the state where the company intends to shift its office) within thirty days of passing the resolution.

After complying with the above, e-Form INC-23 has to be filled to get the approval from the Ministry of Corporate Affairs, Government of India and change the registered office from one state to another. Below mentioned are the documents required to be attached with e-Form INC-23 for change of the registered office from one state to another –

1. A copy of the Memorandum of Association.
2. A copy of the notice convening the general meeting along with relevant Explanatory Statement.
3. A copy of the Articles of Association.
4. A copy of the special resolution sanctioning the change of the registered office of the company.
5. A copy of the minutes of meeting where the special resolution was passed. Details of the number of votes cast for and against the resolution must be there as well.
6. A list of creditors and debenture holders entitled to object to the application.
7. The document relating to payment of application fee.
8. An affidavit verifying the application.
9. Copies of the documents relating to the payment of the prescribed application fee.
10. A copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

Post Application Process

The Ministry of Corporate Affairs (MCA), Government of India, shall within sixty days, dispose the application for the change of registered office outside the state concerned. Before disposing of the application, it must verify that the change/alteration has the consent of the creditors, debenture holders and other individuals having an interest in the company.

This approval by the MCA must be filed with the ROCs of both the states where the old and new registered offices are situated.

Lastly, the ROC of the state where the new office is being shifted shall register the change and issue a new Certificate of Incorporation (CoI) mentioning the change/alteration in the registered office of the company.