written by khatabook | November 18, 2022

All-in-one Guide On The Change of Registered Office In Same City

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Table of Content


A company's registered office is where governmental departments send all communications relating to the company. Incorporating a company or LLP requires the promoters to declare the company's registered office and maintain certain documents. Keep reading to learn more about the importance of the company's office address, company address change and procedure for a private limited company change of address.

Did You Know? Companies with the same registered office address have no limits

What is the Registered Office of a Business Or Company?

Whenever an organisation sends official communications, it will do so through its registered office. An organisation can have a registered office, a corporate office, an administrative office, a branch office, a factory, etc. A company can open any additional offices or locations without notifying the ROC.

As well as determining the company's domicile, the registered office also determines its state of incorporation. Within a specified period, you must notify the Registrar of Companies (ROC) of any change of Registered Office address.

Importance of Company's Address in a Business

Declaring the company's registered office and providing documentary evidence is essential during incorporation. 

During incorporation, a company must submit the following documents to report to its registered office:

  • Property Tax Receipt / Electricity Bill / Water Bill.
  • A No-Objection Certificate (NOC) from the landlord for the registered office.
  • Lease or rental agreement between the landlord and the company.

You should ensure the address and name on the electricity bill, water bill, and property tax receipt match those on the NOC Certificate from the Landlord and the rental agreement. A company's registered office is also not permitted to be a vacant building under construction or an empty piece of land. A commercial or industrial property does not have to be a registered office. Residential properties can also serve as the registered office of a company.

During incorporation, if the company is yet to decide on its registered office, the Companies Act 2013 provides an option to declare a temporary address. As soon as the company is incorporated, it must file INCO 22 to claim its registered office. E-Form INCO-22 is filed in case the company decides to move their registered office. 

Also Read: What is Doctrine of Indoor Management - A Complete Overview with Meaning And Examples

When Will a Company Change Its Registered Office?

The Board of directors and stakeholders decide the location of a company's registered office. Thus, they are free to change their registered office address as often as possible. It may be necessary to move the registered office from one location to another in some cases, for instance:

  • When a company overgrows and its office space and infrastructure do not meet its current needs, it may be required to change its registered office address.
  • You can change the address of your company from leased land to leased space when the company's office is on leased land.

Requirements for Change Company's Address In Same City

Following are the conditions to change a company's address in the same city.

  • Documents and resolutions for Board meetings
  • Ensure that the Board's documents are signed
  • Provide the ROC with proof of address and NOC

Process for Changing Company's Address- Same City

Below is the company's address change process within the same city.

Step 1: Determine New Address For Company

For a change of address, you must first identify a new address.

Step 2: Meeting Board of Directors

The company must pass a resolution to relocate the registered office at a Board meeting.

Step 3: Filing INC-22 with the ROC office

Within 30 days of the change, submit Form INC-22, certified by a professional, to the ROC.

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Required Documents

Below are the documents needed to change a company's address within the same city.

The New Address

Obtaining a new address requires the following documents:

  • A copy of the new address in the owner's name
  • Lease/rental agreement
  • An official letter of consent from the owner of the address

Meeting of the Board

  • A notice of the meeting of the Board
  • The attendance sheet for the board meetings
  • Minutes of the Board Meeting

The INC-22 form

  • A copy of the Resolutions to be filed with the ROC
  • Proof of address and NOC
  • A professional's certification
  • The MCA must receive the INC-22 form.

Documentation For Address Change 

  • It is necessary to identify a new address.
  • Execute the lease/rent agreement with the landlord.
  • Obtain NOC from the owner of the address.
  • Meeting of the Board to pass resolutions.
  • ROC filing of INC-22.

Difference Between Company's Registered Office and Head Office

The principal place of business characterises the personality of the substance and its home. In case of partnerships or different companies from the central business area, such an address is called the head office. Companies would make operational decisions based on the business conducted in the office.

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Changing Registered Office Address And Verification Of Change

It is mandatory to fill out form INC 22 with the change notice, proof of the same, and the prescribed fees attached to the paper. Section 12(2) mentions the documents and the process for verifying them.

In addition to indicating the registered office when incorporating and changing the registered office, with Form INC-22, companies have to connect the documents in the prescribed format. Companies must submit the following documents to verify the registered office,

  • The company must obtain a conveyance deed for the property if it owns its registered office.
  • If the company leases or rents its registered office, it must provide the lease deed, rent agreement, and receipts. One-month-old rent receipts are acceptable.
  • The company has to attach proof that it has permission to use the premises as its registered office if the director or any other person is the owner. The owner may then use this document as a 'No Objection Certificate.
  • The above cases should also include copies of the utility bills listed below. Besides the company name, the statement must also include the company's registered address. Accounts should be at most two months.
  • A mobile phone bill
  • Bill for telephone service
  • Bill for electricity
  • Bill for gas
  • It is necessary to pass special resolutions as well as board resolutions.
  • It is required to pass a specific resolution in the general meeting if the registered office is changed to a location not listed on the local list of the currently located city, town, or village.
  • Companies must pass a board resolution to authorise the director and submit Form INC-22

The Registrar will complete the change of registered office address once the MCA approves all forms after filing. A company must update its address in all places where it is applicable, and companies should update PANs, TANs, bank accounts, and all other registrations and licenses with the new address.

Conclusion

A company might decide to change its RO from one state to another or the same state for seeking more growth in terms of resources, public demand or any other cause. Such a company should notify the change to the registrar within the prescribed number of days in e-form INC-22, along with other relevant documents and fee.   
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FAQs

Q: Does the registered office have to be the same as the principal place of business?

Ans:

There is always a principal place of business for every business entity, which defines the entity's identity and place of residence. A company's principal place of business is called its registered office. In contrast, the central business location of a partnership or other business form is called the head office.

Q: Is it necessary to inform the Registrar within days of a change in a company's registered office within a city?

Ans:

The company must hold a Board meeting and pass a decision to call the EGM. To change the registered office, the EGM must pass a Special Resolution. If you wish to change your registered office, you must file Form MGT-14 with the ROC within 30 days.

Q: How easy is it to move your Registered Office?

Ans:

It is easy to move within the same state; it needs to get the approval of the Board of Directors' approval and file the necessary paperwork. Regional Directors must approve the move of the Registered Office from one state to another.

Q: Does the registered office address have to be changed with the shareholders' approval?

Ans:

It is unnecessary to seek permission from shareholders or other authorities for companies to relocate to another location within the same village, town, or city limits. However, after making the changes to Form INC 22, it is necessary to notify the ROC.

Q: After incorporation, can I change my registered office?

Ans:

You can change it whenever you need to change the registered office. After incorporation, this act allows you to make changes by following the process.

Q: What is the penalty if a company does not follow a registered office provision act?

Ans:

To comply with the act, a company must follow all its provisions. Those who fail to comply with the act's provisions will be penalised. The company and each person in default will be fined 1,000 for every day the bankruptcy continues, up to a maximum of 1 lakh.

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The information, product and services provided on this website are provided on an “as is” and “as available” basis without any warranty or representation, express or implied. Khatabook Blogs are meant purely for educational discussion of financial products and services. Khatabook does not make a guarantee that the service will meet your requirements, or that it will be uninterrupted, timely and secure, and that errors, if any, will be corrected. The material and information contained herein is for general information purposes only. Consult a professional before relying on the information to make any legal, financial or business decisions. Use this information strictly at your own risk. Khatabook will not be liable for any false, inaccurate or incomplete information present on the website. Although every effort is made to ensure that the information contained in this website is updated, relevant and accurate, Khatabook makes no guarantees about the completeness, reliability, accuracy, suitability or availability with respect to the website or the information, product, services or related graphics contained on the website for any purpose. Khatabook will not be liable for the website being temporarily unavailable, due to any technical issues or otherwise, beyond its control and for any loss or damage suffered as a result of the use of or access to, or inability to use or access to this website whatsoever.
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Disclaimer :
The information, product and services provided on this website are provided on an “as is” and “as available” basis without any warranty or representation, express or implied. Khatabook Blogs are meant purely for educational discussion of financial products and services. Khatabook does not make a guarantee that the service will meet your requirements, or that it will be uninterrupted, timely and secure, and that errors, if any, will be corrected. The material and information contained herein is for general information purposes only. Consult a professional before relying on the information to make any legal, financial or business decisions. Use this information strictly at your own risk. Khatabook will not be liable for any false, inaccurate or incomplete information present on the website. Although every effort is made to ensure that the information contained in this website is updated, relevant and accurate, Khatabook makes no guarantees about the completeness, reliability, accuracy, suitability or availability with respect to the website or the information, product, services or related graphics contained on the website for any purpose. Khatabook will not be liable for the website being temporarily unavailable, due to any technical issues or otherwise, beyond its control and for any loss or damage suffered as a result of the use of or access to, or inability to use or access to this website whatsoever.