Change Compliance in Business

Each corporation is obligated to establish a registered office within thirty days of its incorporation, as stipulated by the Companies Act of 2013. The company must maintain a registered office throughout its existence, with the address specified in the Memorandum of Association (MOA) and Articles of Association (AOA).

Enquiry Now

    The registered office serves as the official location for the receipt of all communications and notices directed to the company. It functions as the company’s official business address. The registered office address must be provided to the Registrar of Companies (ROC).

    However, circumstances may arise necessitating a change in the registered office. In such instances, the company must adhere to the compliance requirements outlined in the Act and the Companies (Incorporation) Rules of 2014. The specific compliances for different situations are outlined below.

    Categories of Registered Office Change

    The alteration of a registered office can occur in the following ways:

    • Within the same city
    • Within the same state and under the same ROC
    • Within the same state but under a different ROC
    • From one state to another state

    The required compliances vary based on the category in which the change in registered office is happening.

    Compliance Requirements for Changing Office Within the Same City

    When a company decides to change its registered office within the local limits of the same city, village, or town, the following compliances must be observed:

    1) The company is required to convene a Board meeting and pass a Board resolution to approve the change in the registered office.
    2) Form INC-22 must be submitted to the ROC within fifteen days of the Board resolution being passed.
    3) The following documents must be attached with Form INC-22:
    a) NOC (No Objection Certificate) from the owner if the office is situated on leased/rented land.
    b) Rent/Lease agreement if the office is situated on leased/rented land.
    c) Proof of evidence of any utility bills with the office address, not older than two months.

    Compliance Requirements for Changing Office Outside the City but Under the Same ROC Jurisdiction When a company decides to change its registered office outside the local limits of the city or town but within the jurisdiction of the same ROC, the following compliances must be adhered to:

    1. The company is required to convene a Board meeting to pass a resolution for calling an Extraordinary General Meeting (EGM).
    2. During the EGM, the company must pass a Special Resolution approving the change in the registered office.
    3. Forms INC-22 and MGT-14 should be submitted to the ROC within 30 days of passing the Special Resolution to change the registered office outside the local limits of the city/town but within the jurisdiction of the same ROC.
    4. The documents to be attached with Forms INC-22 and MGT-14 include:
    a) Copy of the Special Resolution.
    b) NOC from the property owner if the office is located on leased/rented land.
    c) Rent/Lease agreement if the office is located on leased/rented land.
    d) Proof of evidence of any utility bills with the office address, not older than two months.

    Compliance Requirements for Changing Office Outside the City under Different ROC

    When a company decides to change its registered office outside the local limits of the city or town where it is situated, and from the jurisdiction of one ROC to another ROC within the state, the following compliances must be followed:

    Change of Registered Office within the Same State and Under the Same ROC

    When a company opts to relocate its office outside the local limits of the current city/town but remains under the jurisdiction of the same ROC within the state, the following steps must be followed:

    The Company is required to organize a Board meeting and pass a resolution to convene an Extraordinary General Meeting (EGM).
    During the EGM, a special resolution endorsing the change in the registered office has to be approved.
    Within 30 days of passing the special resolution, Forms INC-22 and MGT-14 are to be submitted to the Ministry of Corporate Affairs (MCA).
    The documents to be furnished with the forms include:

    Compliance Steps for Changing Office from One State to Another

    Compliance Steps Post ROC Approval for Registered Office Change

    After obtaining approval from the ROC for the alteration of its registered office, the company is required to comply with the following regulations:

    Issue a general notice through a newspaper advertisement to inform all members and stakeholders about the change in the company’s registered office.
    Print new MOA and display the company’s updated registered office address visibly outside every office, building, etc., where it conducts business.
    Replace the old address on all business letterheads, letters, invoices, billheads, receipt forms, and other official publications with the new address.
    Update the new registered office address with all banks and financial institutions where the company holds accounts.
    File an application with the Income Tax Authority to update the company’s address in TAN and PAN.
    Update the company’s new address with utility service providers, such as telephone and internet connections, electricity providers, etc., under the company name.
    Update the company’s new address with government authorities, including Customs Authorities, Central Excise Authorities, Service Tax Department, and Sales Tax Authorities.

    At Sadique and Ameen Associates, we are your trusted partners in managing registered office changes. Whether it’s navigating compliance complexities within the same city or transitioning across states, we ensure compliance with the Companies Act of 2013. Post-approval, our dedicated team facilitates a smooth transition, handling tasks such as notifying stakeholders, updating documents, and coordinating with government authorities. With a commitment to excellence, we provide invaluable support for corporations modifying their registered offices, making the process seamless and efficient.

    0