Change of Registered Office- An Overview
The change of registered office is the process in which a company shifts its business operations from one place to another. It is important to notify the registrar along with the concerned stakeholders of the process of change of registered office of the company.
The registered office of the business must be displayed in legible format for the public and stakeholders of the company to know the place of business. The provision related to the change of office is present under the Companies Act, 2013. Section 12 of the Companies Act, 2013 requires all companies to compulsory have a registered place of business.
This compliance must be carried out within 30 days of starting the operations of the company or during the time of incorporation. Registered office can be understood as a place of business where all the communications can be notified to the company under the Companies Act, 2013.
Under the Memorandum of Association (MOA), the company needs to have a registered office for carrying out business related to the transactions of the company. The notice regarding the registered office must be included in Form INC-22 when this is provided to the Registrar of Companies (ROC).
Objectives of Intimation of Change of Registered Office
The following are the objectives of intimation of change of registered office of the business:
If the company is an established business; it requires maintaining its reputation with the public. If the company intimates the respective stakeholders, then its reputation would not be affected. The company can continue to carry out business operations.
One of the main reasons for intimation regarding the change of office is to inform all the stakeholders regarding the change. The stakeholders of the registered office will include customers, creditors and other authorities. The Registrar of Companies and Ministry of Corporate Affairs is also the regulatory authorities which have to be intimated regarding the change of registered office. Without intimating the above, there will be no mode of communication with the company.
Compliance with Law-
As per section 12 of the Companies Act, 2013 every company is required to have a registered office to conduct business. In order to follow compliance an office must carry out the formalities related to change of registered office of the business.
Eligibility Criteria for Change of Registered Office
There is no specific eligibility criterion for change of registered office of the business. Every office is capable of changing the registered office off the business. However, the change of registered office of the business would depend on the formalities carried out as per the Companies Act, 2013.
An office can change the office within a particular state or change the registered office from one place to another place. However, notice regarding the change of registered office must be provided to all the concerned individuals.
Procedure for Change of Registered Office
The change of office is carried out by a company by passing a special resolution. Such a resolution requires approval of more than 75% of the members in the general meeting. The following steps are required for change of office:
Take Approval from Central Government-
In the first step, the approval from the Central Government is required for change of registered office from one state to another. Any company having more than 200 members require passing specific resolution for the same. Such procedure is only carried out through postal ballot in accordance with section 110 of the Companies Act, 2013 which has to be read with rule 22 of the Companies (Management and Administration) Rules, 2014. If there is any investigation pending against the company, then the process of change of registered office of the business would not be permitted. This provision is present under section 30(9) of the Companies (Incorporation) Rules, 2014.
Have a Board Meeting-
As per section 173 of the Companies Act, 2013 the board of directors have to convene a board meeting. A notice of seven days must be provided for the same. If the matter is urgent, then a shorter notice can be sent. In the board meeting the agenda, resolutions and other matters must be discussed. The following has to be agreed in the board meeting:
- Put forth the resolution for change of registered office from one state to another state. Such resolution would be through the general meeting or through the system of postal ballot for the company. The approval of the shareholders is required during this process. Consequently the Memorandum of Association is required to be altered.
- Consent of the authorised company secretary or director is required for the change of registered office.
- The venue of the general meeting of the company must be fixed by the directors during the board meeting.
- Along with this the explanatory statement has to be provided.
- Any form of listed company must disclose the information related to the board meeting within 2 days on the website of the company.
Provide the Agenda Related to the Board Meeting-
Once the above requirements have been compiled by the board of directors, then the next step, would be to arrange to carry out the general meeting of the company.
Convene Shareholders Meeting-
The notice regarding the general meeting or the shareholders meeting must be provided 21 working days before holding the meeting. The communication must be through mail, speed post, fax or mail. Such provisions are mentioned under section 101 of the companies act.
- The notice has to be communicated to all stakeholders who are obligated to receive the notice of the general meeting.
- This will include the shareholders, creditors, public, debenture holders
- In the general meeting the following resolutions have to be considered to amend the MOA and AOA. Apart from this the resolution for the change of registered office of the business must be considered.
- Any company that is listed must disclose the information related to the general meeting to the stock exchange. Such disclosures must be made in accordance to the listing and disclosure obligations.
Filing Form-MGT 14 with the Registrar of Companies-
After the resolution is passed in the general meeting, Form- MGT 14 must be filed with the ROC. Such filing requirements have to be carried out by the company within 30 days of passing the resolution of the board meeting. Along with this, specific documents have to be submitted to the ROC.
Provide Advertisement in the Newspaper-
The Company has to carry out the procedures related to advertising the same in the local newspaper. This step has to be carried out 30 days prior to filing Form INC-23. Advertising the change of registered office of the company would be carried out through Form INC-26. As the paper in which the advertisement is required is local, the requirements have to be carried out in the vernacular language. Apart from this, the advertisement can be made in English Language in an English Newspaper. The copies of the newspaper must be immediately circulated to the Central Government. The copies have to also be circulated to the following:
- Creditors, Debenture Holders and Any other Public which is interested in the change of registered office.
- The change must also be notified to the Securities Exchange Board of India (SEBI) and other authorities.
Form INC-23 with the Government-
In the next step, the company must file Form INC-23 with the Central Government. This approval would be required for the change of MOA. Such steps have to be followed if the company is changing its address from one state to another state. All the documents including the Memorandum and the Requisite resolutions have to be submitted to the ROC and the MCA.
Form INC-28 with the Registrar of Companies-
If the company is changing its registered office from one state to another state, the certified copy and the consent of the central government must be published in Form- INC 28. With this the company must pay the requisite fee within 30 days.
Form INC-22 with the Registrar of Companies-
e-Form INC-22 must be submitted to the ROC for the purpose of verification. This form if required to be submitted along with specific documents.
Secure the Certificate from the ROC-
After verifying the same, the ROC will issue a fresh certificate of incorporation of the company.
Provide Notice to the Stock Exchange-
If the company is listed, then the notice must be provided to the stock exchange within 24 hours. The same must be published on the website of the company within 2 days.
What are the post compliance requirements carried out by the company for change of registered office?
Some of the post compliance requirements carried out by the company for change of registered office are:
- Provide the general notice in the newspaper regarding the change of registered office.
- Affix the sign of the registered office in a conspicuous place of the business which is visible to the general public. Such requirements have to be complied as per section 12(3) (a) of the Companies Act, 2013. Where the new office is registered, the information must be posted in clear and legible format.
- Make changes in all emails, post cards, letter heads, invoices and written documents of the business. All the publications of the company must have the new office address. Such requirements have to be complied by the company in accordance to section 12(3) (c) of the Companies Act, 2013.
- Banks accounts of the company must be immediately updated.
- The Company PAN and TAN number must also be updated as per the requirements of the Income Tax Authorities.
- All the other authorities must be updated. This will include the securities bodies, financial regulators, utility services authorities and other authorities.
Documents Required for Change of Registered Office
The following documents have to be submitted for change of registered office:
- Copies of the Special Resolution Regarding the Change of Registered Office.
- Copies of the Memorandum of Association (MOA) - The copies of the MOA must contain the alterations of the change of registered office of the business.
- Minutes of the General Resolution Related to the Alteration.
- Copy of the board resolution or Power of Attorney of the Company.
- Information related to the Creditors of the Company.
- Information related to the Debenture Holders of the Company.
- Lease Agreement or Land Documents of the Registered Office.
- No objection certificate from the Land Lord in case the premises is leased out.
- Proof of Ownership of the property.
- Utility Bills such as electricity, water, telephone or gas.
- Any other document as required for the ROC.