As your business grows and evolves, so too might it’s operational needs. A common requirement for companies in India is to change their registered office address. While seemingly straightforward, this process involves adherence to specific legal formalities and compliance regulations set by the Ministry of Corporate Affairs (MCA). That is where professional assistance from firms like Praman Advisors Private Limited becomes invaluable.
This will guide you through the process of changing your registered office address, highlighting how Praman Advisors can simplify this crucial corporate compliance.
1. Overview:
It is mandatory for every company incorporated in India to have a registered office address. This address serves as the official communication hub for all legal notices, government correspondence and regulatory filings. It is the public face of your company from a legal standpoint and it’s address is recorded in the company's Memorandum of Association (MOA) and Articles of Association (AOA).
Reasons for a change in registered office address can vary:-
- Business Expansion: Moving to a larger or more strategic location.
- Cost Efficiency: Relocating to an area with lower rental costs or better facilities.
- Operational Convenience: Shifting closer to key clients, suppliers or a talent pool.
- Compliance Requirements: Aligning with specific jurisdictional needs.
Regardless of the reason, ensuring the change is executed accurately and in compliance with the Companies Act 2013 is paramount to avoid penalties and maintain good standing with the MCA.
2. Benefits of Professional Assistance with Praman Advisors:
Navigating the complexities of corporate compliance can be time-consuming and prone to errors, if not handled by experts. Partnering with a professional firm like Praman Advisors Private Limited offers several distinct advantages:-
- Expert Guidance: Praman Advisors boasts a team of seasoned professionals including CAs, CS and lawyers, who possess in-depth knowledge of company law and MCA regulations. They provide tailored advice, ensuring your specific situation is handled efficiently.
- Compliance Assurance: Any mistake in filing may lead to delays and penalties by authorities. Praman Advisors ensures all documentation is accurate and submitted within prescribed timelines, minimizing compliance risks.
- Time and Resource Saving: Outsourcing this task frees up your valuable time and internal resources, allowing you to focus on core business operations and growth.
- Streamlined Process: Praman Advisors leverages AI-driven algorithms and innovative technology to streamline compliance processes, making the entire experience smoother and more efficient for you.
- Post-Change Support: Their services often extend beyond the initial filing, providing ongoing support for any queries or additional compliance needs related to the address change.
3. Documents Required:
The specific documents required depend on the nature of the address change (within the same city, within the same state but different ROC jurisdiction or inter-state). However, common documents generally include:-,
- Board Resolution: A certified true copy of the resolution passed by the Board of Directors approving the change of registered office.
- Special Resolution (if applicable): For changes outside local limits or inter-state, a special resolution passed by shareholders in an Extraordinary General Meeting (EGM).
- Proof of New Registered Office Address:
- Ownership Proof: Sale deed, property tax receipt (if owned by the company/director).
- Rental/Lease Agreement: If the property is rented or leased.
- No Objection Certificate (NOC): From the property owner, if it is a rented/leased property or belongs to a director.
- Utility Bill: A copy of a recent utility bill (e.g. electricity bill, telephone bill) for the new premises, not older than two months.
- Memorandum of Association (MOA) & Articles of Association (AOA): In case of inter-state transfer, amendments to MOA might be required.
- List of Creditors and Debenture Holders (for inter-state change): With details of amounts due and their consent/no objection (if required by Regional Director).
- Affidavits: From directors/Company Secretary verifying the application and stating no employees will be retrenched due to the shift (for inter-state change).
- Newspaper Advertisement Copies (for inter-state change): Proof of advertisement published in English and vernacular newspapers
4. Process to Apply:
The process varies based on the type of change:-
- Change Within the Same City/Town (Same ROC Jurisdiction):
- Board Meeting: Convene a Board Meeting to pass a Board Resolution approving the change.
- Form INC-22 Filing: File Form INC-22 with the Registrar of Companies (ROC) within 30 days of passing the Board Resolution, attaching required documents.
- Change Within the Same State (Different ROC Jurisdiction):
- Board Meeting & EGM: Convene a Board Meeting to approve the change and then an Extraordinary General Meeting (EGM) to pass a Special Resolution by shareholders.
- Form MGT-14 Filing: File Form MGT-14 with the ROC within 30 days of passing the Special Resolution.
- Application to Regional Director (RD): File an application in Form INC-23 with the Regional Director for approval.
- RD Approval & ROC Filings: Upon receiving RD approval, file Form INC-28 with both the old and new ROCs within 30 days of the order. Subsequently, file Form INC-22 with the ROC within 60 days of the RD's order.
- Change from One State to Another: This is the most complex process, requiring approval from the Central Government (delegated to the Regional Director).
- Board Meeting & EGM: Pass Board and Special Resolutions for the change and amendment of MOA.
- Newspaper Advertisement: Publish advertisements in English and vernacular newspapers.
- Notice to Creditors & Debenture Holders: Inform them and obtain NOCs if applicable.
- Form MGT-14 Filing: File Form MGT-14 with the ROC within 30 days of the Special Resolution.
- Application to Regional Director (RD): File Form INC-23 with the RD.
- Hearing (if objections): If there are objections, a hearing may be conducted by the Central Government.
- RD Approval & ROC Filings: Upon RD approval, file Form INC-28 with both old and new ROCs within 30 days of the order. Finally, file Form INC-22 with the ROC within 60 days of the RD's order.
Praman Advisors will manage all these steps, from drafting resolutions and notices to preparing and filing all necessary forms with the MCA and other authorities.
5. Fees and Timelines:
The fees for changing a registered office address typically involve government filing fees and professional service charges:-
- Government Fees: These depend on the company's authorized share capital and the type of address change. They can range from a few hundred to several thousand rupees for MCA filings.
- Professional Fees: Praman Advisors offers competitive and transparent pricing for their services. It is best to contact us directly for a customized quote based on your specific requirements.
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Timelines:
- Within Same City: Generally 15-30 days, primarily due to MCA processing times. Form INC-22 needs to be filed within 30 days of the board resolution.
- Within Same State (Different ROC): Can take 30-60 days due to the additional step of RD approval.
- Inter-State Change: This is the longest process, potentially taking 02-03 months or more, given the requirement for Central Government approval and multiple filings.
Praman Advisors is committed to rapid response times and efficient processing, aiming to expedite your application within the legal framework.
Frequently Asked Questions
Yes, a residential address can be used as a registered office, provided you meet specific conditions, including obtaining an NOC from the owner (if not self-owned) and ensuring the address is clearly identifiable for official communications.
Failure to comply can lead to significant penalties including monetary fines for the company and it’s officers and potential legal consequences.
Absolutely. After the MCA approves the change, it is crucial to update your new address with all banks, financial institutions, utility providers, GST authorities, PAN/TAN records and inform your clients, suppliers and other relevant stakeholders to ensure seamless communication and operations.
Praman Advisors, being a tech-driven platform, provides services across India. Our user-friendly technology allows for seamless remote consultation and document processing, ensuring you receive expert assistance regardless of your location.
While a virtual office might provide a mailing address, the Companies Act 2013 generally requires a physical location that is accessible during business hours for official communications and inspections. It is advisable to consult with experts like Praman Advisors regarding the permissibility of a virtual office for your specific needs.
