Registered Office Of The Company

Official address of any Company, which forms the part of any public record, is called its “Registered office”. Registered Office of any company is mandatorily needed to be registered with the Registrar of the Companies (ROC), governed under Ministry of Corporate Affairs, Government of India and is  considered as the Principal office or head office of that company. Whereas, the ROC or any of the Government Department Communicating anything relating to a company is primarily made to its registered office or the Head office.

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Section 12 of The Companies Act, 2013, mandates that every registered company must have a registered office address within 30 days from the date of its incorporation and at all time thereafter. Furthermore, after registration each and every company is required to:

• Paint and affix the Company’s name and registered address at the outside of its every office premises and place of business.
• Print the name, Corporate Identification Number (CIN) and registered office Address, along with telephone number, and Email-id, on all business letters, invoices, letter heads, and in all the notices, and other official publications made by the company.

Apart from the registered office, the company can have multiple place of business such as

• Administrative office
• Corporate office
• Branch office
• Warehouse
• Factory site, etc.

The only point of difference is that, the company is not required to intimate authorities about these additional place of business, whereas it is essentially required to intimate and update the Registrar of the Companies (ROC) in case the company had any changes made to the registered office address.

Unlike the Companies Act, the Company is mandatorily required to intimate all places of business under GST regulation.

REGISTERED OFFICE OF ANY COMPANY IS MANDATORY REQUIRED FOR THE FOLLOWING PURPOSES:

• Determine jurisdiction of court;
• Determination of domicile of the Company for all practical purpose;
• Inspection of Register and records as required to maintain under Companies Act at register office of the company;
• Determination of jurisdiction of different type of duties.

PROCEDURE FOR SIFTING REGISTERED OFFICE OF THE COMPANY 

If you plan to change the registered office of your Company then the authorities must be notified within 30 days.

This change can be of the following types:

1. Change within the same City and Registrar of the Companies (ROC)

Steps:

• Convey board meeting as per Section 173 and SS-1
• Pass board resolution for sifting registered office
• Authorized to file form to Registrar of the Companies
• File form INC-22 within 30 days of passing board resolution

2. Change the office outside the city but under the same Registrar of the Companies (ROC)

Compliance for change of registered office of the Company outside the local limits of the city or town where it is situated but under the jurisdiction of the same ROC:

Steps:

• Convey board meeting as per section 173 and SS-1 and pass resolution for calling Extraordinary General Meeting (EGM)
• In EGM the company need to pass special resolution
• Form INC-22 and form MGT-14 have to file within 30 days of passing special resolution.

3. Change within the same state, but different Registrar of the Companies (ROC).

Steps:

• Convey Board Meeting as per section 173 and SS-1 and pass resolution for calling Extraordinary General Meeting (EGM)
• In EGM the company need to pass special resolution
• Form MGT-14 need to be file with registrar of company within 30 days of passing special resolution in EGM
• The company should file form INC-23 to the Regional director for approval of shifting its registered office from the jurisdiction of one ROC to another ROC within the state.
• Before filling application to Regional Director, the company should
• Publish a notice of change of office in a daily English newspaper and in the principle language newspaper of that district in which the company’s registered office is situated.
• Serve individual notice on each depositor, debenture holders and creditors of the company
• When the Regional Director does not received any objection a confirmation notice will communicated within 30 days from receipt of application.
• The Company shall file the confirmation of Regional Director with the ROC in form number INC-22 within 60 days from receipt of confirmation.

The following documents are needed to be attached with form INC- 23

• Board Resolution
• Special Resolution
• Declaration by two director that the company has not made any default in paying it’s dues
• Acknowledgement copy of intimation made to the chief secretary of the state regarding propose registered office change and mentioning that the employees’ interest will not be affected due to change registered office

4. Change from one state to another state.

Steps:

• Convey Board Meeting as per section 173 and SS-1 and pass resolution for calling Extraordinary General Meeting (EGM)
• In EGM the company needs to pass special resolution for change registered office from one state to another state and to alter MOA of the company.
• MGT-14 is required to file Special Resolution
• To file INC-23 to Regional Director to obtain the approval from CG
• Before filling application to Regional Director, the company should
• Publish a notice of change of office in a daily English newspaper and in the principle language newspaper of that district in which the company’s registered office is situated.
• Serve individual notice on each depositor, debenture holders and creditors of the company
• If there is no objection, the central government will dispose of the application for change registered office within 60 days.
• Once the RD approves the change, the company needs to file the INC-22 with registrar of Company within 60 days from date of approval.
• Approval of Central Government for change registered office shall be file in form INC-28 with ROC

COMPLIANCE AFTER CHANGE IN REGISTERED OFFICE:

• Company can issue general notice
• Printing new MOA
• Changing address office of the company’s registered office outside of every office, building, etc, where it carried on the business.
• Substitute old address in letter heads, letters, invoices, receipts, etc.
• Update new registered address bank
• File application to Income tax Authority for updating the company address in TAN and PAN.
• Update the company’s new address with other government authorities.

Author: Ajay Kacher – a Legal Associate at IP & Legal Filings, in case of any queries please contact/write back to us at support@ipandlegalfilings.com.