CHANGE OF REGISTERED OFFICE
What is a public limited company?
• Every company necessarily needs to have a registered office within thirty days of its incorporation. The state of the registered office needs to be mentioned in the memorandum of Association and Article of Association.
• Registered office of the company receives all the communication and notices sent to it.
• The address of the registered office needs to be maintained with the registrar of companies (ROC).
COMPLIANCES FOR THE CHANGE OF OFFICE WITHIN THE SAME CITY.
NATURE OF APPROVAL REQUIRED: Board resolution need to be passed in the board meeting for changing the registered office.
FORMS REQUIRED: INC:22(Notice of change of situation of registered office within 30 days for board resolution).
ATTACHMENT REQUIRED WITH FORM INC:22:•No objection certificate from the owner if the office is rented or taken on lease.
COMPLIANCES FOR THE CHANGE OF REGISTRED OFFICE OUTSIDE THE CITY UNDER THE SAME ROC.
NATURE OF APPROVAL REQUIRED:
• Board resolution needs to be passed in the board meeting.
• Pass a resolution for calling the Extra-Ordinary meeting.
• In Extra ordinary meeting the company needs to pass special resolution for changing the registered office of the company.
FORMS REQUIRED:
Form INC:22 and Form MGT 14 need to be filed with registered of company within 30 days of passing the special resolution.
ATTACHMENT REQUIRED WITH FORM MGT 14 AND INC 22:
• Copy of the special resolution.
• No objection certificate from the owner if the office is rented or taken on lease.
• Rent/lease agreement.
• Proof of evidence of any utility bills having the address that are not older than two months.
COMPLIANCES FOR CHANGE OF REGISTRED OFFICE FROM ONE STATE TO ANOTHER STATE: (WITHIN SAME STATE)
NATURE OF APPROVAL REQUIRED:
• Board resolution needs to be passed in the board meeting.
• Pass a resolution for calling the Extra- ordinary meeting.
• In Extra ordinary meeting the company needs to pass special resolution for changing the registered office of the company.
• Approval of regional director.
FORMS REQUIRED:
• Form MGT 14 need to be filed with ROC within 30 days of passing special resolution to change the registered office and alter its memorandum of association (MOA).
• Form INC 23 is required to be filed to the regional director for obtaining approval of the central government to shift the registered office and alter its MOA.
• One month before of filing the application with the Regional Director, the company need to
Publish a notice of change of office in a English newspaper and in the local language newspaper of that district in which the registered office of the company is situated.
Individual notice on each depositor, debenture holder and creditor of the company stating that if their interest is affected by the proposed alteration of the MOA, they can intimate their nature of interest to the Regional Director within twenty-one days from the publication date of the notice.
• If there are no objection the central government will give the approval within sixty days.
• As soon the regional director approves the change, Form INC 22 needs to be filed with the registered of company within sixty days from the date of approval.
• The approval given by the central government for a change of office address should be filed in Form INC 28 to both the registrar of companies(ROC). (New and old)
ATTACHMENT REQUIRED WITH FORM INC 23:
• A copy of the MOA with the proposed alterations.
• Copy of the minutes of the meeting of extra ordinary meeting stating the alteration of the MOA.
• Copy of the Board resolution,
• The list of all the debenture holders and creditors stating the amount due to them relating to their claims, debts or liabilities.
• A declaration signed by at least two directors and the Company Secretary, stating that the list of creditors given is exhaustive and no other amount except the mentioned amount in the list is owed to them.
• A declaration stating that no employee will be affected as a result of a change in the registered office.
COMPLIANCES THE COMPANY NEED TO FOLLOW AFTER ROC APPROVAL:
issue a general notice by way of an advertisement in a newspaper informing all the members and stakeholders about the change of the company’s registered office.
Printing of new address of the company’s registered office outside of every office, building, etc. where it carried on the business, in readable format.
Update the new address printed on all business letter-heads, letters, invoices, billheads, receipt forms and other official publications
Update the new office address with all the banks and financial institutions where the company is having bank accounts.
Application with the Income Tax Authority for updating the new company address in TAN and PAN.
Update the company’s new address with its utility service providers like telephone and internet connections, electricity providers
