The company may also need to change its registered office at some point in the future. The company must follow a specific procedure that has been provided by the Ministry of Corporate Affairs in order to do this.
Registered Office Changes: Types
- As long as the city is within the same state or province
- As long as the state and the ROC are in the same jurisdiction
- ROCs within the same state or to other ROCs within the same state
- There is a big difference between ROCs and states
Now let’s take a closer look
Change Registered Office Within the Same City
A change to the same city as the registered office address is the simplest process.
- When it comes to changing the registered office of a company, a board meeting must be called and a board resolution must be passed.
- Within 30 days of the date the board resolution was passed, the company must file the form INC-22 with MCA by submitting it within the timeframe provided.
- If the place is rented, then you must accompany it with the following documents: Board Resolution, Utility Bill for proof of business address, NOC from the owner and a rent agreement if you are renting the unit.
Changing the Registered Office of a Company Within the Same State and ROC
In the case of a company that wants to transfer the registered office to another city within the same state and ROC, then to accomplish that, it must have the shareholders’ permission.The following is the process to follow.
- An extraordinary general meeting must be called by the board after a resolution has been passed.
- It is possible to change the registered office by passing a special resolution at the EGM.
- A company must file INC-22 and MGT-14 with MCA within thirty days of the date when the resolution was passed. Those forms must be filed within 30 days after the resolution is passed.
- Attached you must submit a special resolution, a utility bill for proof of business address, an owner’s NOC, and a rent agreement, if the place is rented.
Moving from One ROC to Another in the Same State
Maharashtra and Tamil Nadu have two company registrars. It is possible for a company to relocate its registered office within the state and yet its ROC remains the same at the time of the relocation. There is a different procedure for implementing such a change.
A Change of State Office
There are some differences between the procedure for changing registered office address of a company in this case because of the fact that the registered office is moving from one state to another. Furthermore, the MOA of the company needs to be changed because the registered office is changing state.
- An extraordinary general meeting should be called during a board meeting.
- A special resolution must be passed in the EGM for the relocation of the office and the amendment of the Memorandum of Agreement. The resolution must be submitted 30 days after the EGM to the MCA.
- It is mandatory for the company to publish an advertisement of the shifting of offices not later than thirty days before the date of application to RD. The advertisement must be printed in at least one vernacular newspaper and at least one English newspaper.
- It will also be necessary for the company to send notice to any debenture holders as well as any creditors and to any regulatory bodies applicable to the company, if any.
- The applicant must submit the required documents along with his or her application for shifting the registered office.
- In case of objections, the central government will hold a hearing and pass an order.
- It will be passed without a hearing if the company does not receive any objections.
- Within 30 days from the date of the order, the company must submit the confirmation received from the RD to both ROCs.
- In 30 days after receiving RD’s confirmation with the required documents, file INC-22 with ROC for shifting of office.
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