Process for Change of Registered Office from One State to Another

Within 30 days of its incorporation, a corporation must have a registered office. In the Memorandum of Association (MOA) and Articles of Association, the registered office is indicating (AOA). It is the official address of a company that forms under the Companies Act 2013 or any previous company law. The procedure for changing a company’s registered office from one state or union territory to another entails not only a change of state or union territory but also a change of Registrar of Companies jurisdiction (ROC). If a company wants to move its registration office, it must follow the requirements set out in the Act and the Companies (Incorporation) Rules, 2014 (the ‘Rules’). Likewise, in this blog, the Team of Legal window will walk you through the process for Change of Registered Office from One State to Another.

What do you understand by Registered Office?

A registered office is a company’s legal address to which all government letters, notices, and reminders are sent by anyone, including tax authorities, The Ministry of Corporate Affairs (MCA), and other government departments. All registered companies must have a registered office address in India, according to Section 7 of the Companies Act, 2013. At all times, a registered office address in India is necessary.

The Company’s registered office is determining at the time of its incorporation. We can alter the registered office of the company at any time by following the method outlined in the Companies Act, 2013.

What is the rationale behind the change of registered office?

A registered office is often where the majority of the stakeholders and the board of directors are located. The sole explanation is that it is more convenient for them. However, in order to effectively manage the affairs of the company’s activities, the registered office may need to transfer from one location to another. Such shifting can occur within the same city’s local limits, outside the local limits of the same city, and even from one state to another.

Process for Change of Registered Office from One State to Another

A company implements a change of registered office by passing a special resolution. A majority of the members in the general meeting must vote in favor of such a resolution. For a change of office, you must do the following steps:

• Board Meetings- According to Section 173 of Companies Act, 2013 at least 7 days before the date of the Board Meeting; send a notice of the meeting to all of the company’s directors at their registered addresses. In the event of an emergency, a shorter notice can give. Afterwards call meeting of the Board of Directors to summon an EGM and change the MOA through a Special Resolution.

• Special Resolution- The Corporation must approve a Special Resolution at the EGM to change the registered office from one state to another and to change the company’s MOA.

• MGT 14- Form MGT 14 should file with the ROC once the general meeting passes the resolution. The corporation must comply with such filing requirements within 30 days of the board meeting’s approval of the resolution. In addition, the ROC requires specified documentation to show.

• Advertisement- The Company must follow the processes for placing an advertisement in the local newspaper. This step must completed 30 days before filing the INC-23. The requirements carry out in the vernacular language because the paper in which the advertisement is necessary is local. Aside from that, the advertisement should publish in an English newspaper in English. The newspaper must distribute to the Central Government as soon as possible.

• INC 23- The Corporation must then file Form INC-23 with the federal government as the next step. The change of MOA would necessitate this clearance. If a firm moves its headquarters from one state to another, such procedures should follow. The ROC and the MCA must receive all documents, including the Memorandum and the Requisite Resolutions.

• INC 28- If a company’s registered office is moving from one state to another, the certified copy and the central government’s authorization should publish in Form INC 28. The company must pay the required price within 30 days as a result of this.
• INC 22- For verification purposes, e-Form INC-22 is submitting to the ROC. This form may be necessary to be provided in conjunction with other documents.
• ROC Certificate- The ROC will issue a new certificate of incorporation to the company after validating the information.
• Notice to Stock Exchange- If the company is in list of the stock exchange, the notice is to deliver to the stock exchange within 24 hours. Within two days, the same is to be post on the company’s website.

You can easily reach out to Legal Window (Also on E-Platform) in order to get our services for Changing of Registered Office

Requirements while Transferring Registered Office

• The company must obtain consent from the Central Government (Regional Director) before relocating its Registered Office.

• As per Section 110 of The Companies (Management and Administration) Rules, 2014, if the company has more than 200 members, the Special Resolution passed under this procedure should pass solely by postal ballot.

• Any inquiry, inspection, or investigation begun against the firm, or any prosecution pending against the company under the Act, will prevent the company from changing its registered office as per Companies (Incorporation) Rules, 2014.

Post Compliance Requirements for a Change of Registered Office

• Provide a general notice of the change of registered office in the newspaper.

• Affix the registered office sign to a prominent location in the business that is visible to the general public. Section 12(3)(a) of the Companies Act, 2013, states that such standards must be met. The information must be posted in a clear and legible style where the new office is registered. 

• Make modifications to the company’s emails, post cards, letterheads, invoices, and written documents. The new office address should include in all corporate publications. According to section 12(3) (c) of the Companies Act, 2013, the corporation must comply with such conditions.

• All banks and financial institutions where the company has bank accounts should be informed of the new registered office address.

• To update the firm address in TAN and PAN, submit an application to the Income Tax Authority.

• The company’s new address must be changed, as well as any other authorities. Securities regulators, banking regulators, utility service agencies, and other authorities will be included.

Conclusion

Now we know the procedure for moving the registered office to another state, though somehow it might be complicated to comply with all of that. A registered office is usually where the majority of the company’s stakeholders reside. However, as a firm grows, it becomes necessary to relocate the registered office. Legal Window as a responsible platform, provide expert services and ensure proper functioning throughout the process of changing Registered Company. Further, in order to have any guidance on Corporate Compliance, reach us out on our website LEGAL WINDOW or Contact us