The Process to Change the Registered Office in India

We by law, have a section 12 of the companies’ act of 2013 that states that it is mandatory for every company that has ever been incorporated to have their registered office. Their office must be in existence from the 15^th day of the company’s incorporation and it will be the main location of the office or the address where all the work-related posts, acknowledgments will be sent and communications will be made. Also, all of the verifications should be done of the respective company’s registered office with the registrar within the period of 30 days from the date of the company’s incorporation.

In case of any changes made in the location of your company’s registered office then it has to be notified with the registrar of companies or ROC within the time period of 15 days via the form number INC-22. For the purpose of verification of the location of your company’s new registered office or the change in the location of the registered office, the Indian government has prescribed certain rules and its rule number 25 and 27 to be precise under the companies rules of the year 2014.

Rule 27 –prescribes the notice and verification of the change in location of a company’s registered office. 

The notice is regarding the change in the registered office and its verification is to be done via form INC-22 along with the fees that is prescribed for it. The required documents are also prescribed under the sub-section of section 12 and these documents required for the verification purpose are as follows:-

• If your company’s registered office is owned by your company, then a document called “conveyance deed of the respective property in the name of your company will be required.
• If the property on which your company’s registered office is placed is rented property then the copy of the lease deed document or a rental agreement will be required.
• If that property is owned by you or the director then no such lease agreement copy will be required, rather a proof of the fact that the company office can operate will be required which can be in the form of a NOC from the owner (if one of the members of your company).
• The copies of the most recent utility bills like your phone bill, electricity bill, water bill, and the gas bill can be submitted.

The company must pass a certain resolution by the board as it could be a board resolution or the special resolution.

Change in registered office for the different state.

Here you will have to make changes in the memorandum of association for the change in registered office of company from your current state to the one you are wishing to. You will have to pass a special resolution through your company with regard to the change in MOA and to be then filed with the ROC form MGT-14 along with the INC-22. The time frame for filing of MGT-14 is 30 days. You will also need an approval of the CG through the form number INC-23 with following documents.

• Copy of special resolution that you passed regarding the change.
• Copy of the MOA and AOA with the alterations.
• Copy of notice for the general meeting.
• The list of all creditors and debenture holders
• Copy of power of attorney.
• And any documents regarding the fees or transaction of fee payment.

The central government will dispose the change you want in the registered office’s location and it could take around 60 days and the registrar of companies in the new state where you have shifted your registered office will register it.

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