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.
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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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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.
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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