Changing the registered office of a company in India means modifying the official address of the company as recorded with the Registrar of Companies. This can happen when a company moves to a new location, whether within the same city or to a different city, or when there is a change in jurisdiction. The process involves passing a board resolution, obtaining shareholder approval if necessary, and filing the required documents with the Registrar of Companies. The documents typically include Form INC-22 to notify the change, and in some cases, the Memorandum of Association and Articles of Association may need to be updated.
PROCEDURE
The procedure for changing the registered office of a company in India involves the following steps:
- BOARD RESOLUTION: The board of directors must pass a resolution approving the change in registered office and authorizing a director or company secretary to carry out the necessary procedures.
- SHAREHOLDER APPROVAL:If the change involves altering the state jurisdiction or moving from one state to another, the shareholders' approval may be required through a special resolution.
- FILING FORM INC-22: The company is required to file Form INC-22 with the Registrar of Companies (RoC) within 30 days of the change. Form INC-22 is used to notify the RoC of the change in the registered office address. The form must be filled out accurately and submitted along with the necessary supporting documents.
- UPDATED MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLES OF ASSOCIATION (AOA): If the change in registered office involves a change in the state jurisdiction, the MOA and AOA of the company may need to be amended accordingly. The amended versions of the MOA and AOA must be filed with the RoC.
- SUPPORTING DOCUMENTS: Along with Form INC-22, the company needs to submit supporting documents as proof of the new registered office address. These documents may include utility bills, lease agreement, ownership documents, or any other valid proof establishing the authenticity of the address.
- ROC VERIFICATION AND APPROVAL: After receiving the filing, the RoC will review the documents and verify the new registered office address. If everything is in order and compliant with the Companies Act, the RoC will approve the change and update the company's records with the new address.
DOCUMENTS REQUIRED
- Form INC-22: This form is the primary document used to notify the RoC of the change in the registered office address. It should be duly filled out with accurate information and signed by an authorized signatory.
- Memorandum of Association (MOA) and Articles of Association (AOA): These are the constitutional documents of the company. If the change in registered office involves a change in the state jurisdiction, the MOA and AOA may need to be amended accordingly. The updated versions of the MOA and AOA should be submitted to the RoC.
- Proof of Registered Office Address: Documents that serve as proof of the new registered office address should be provided. The acceptable documents may include: Rental/Lease Agreement, Utility Bills, Property Ownership Documents, No-Objection Certificate (NOC), Municipal Permission
FAQs
Yes, a company can change its registered office address within the same city by following the prescribed procedure and filing the necessary documents with the Registrar of Companies.
Shareholder approval is generally required through a special resolution only if the change involves altering the state jurisdiction or moving from one state to another.
Form INC-22 must be filed with the Registrar of Companies within 30 days from the date of the change in the registered office address.
Commonly accepted documents include utility bills, rental/lease agreements, property ownership documents, no-objection certificates (NOC), and municipal permissions, depending on the specific situation.
Yes, if the change in registered office involves a change in state jurisdiction, the MOA and AOA may need to be amended accordingly and submitted to the Registrar of Companies.
Yes, a change in the state jurisdiction of the registered office is possible, but it requires the approval of shareholders through a special resolution and compliance with additional legal requirements.