PLC
Guide to Company Address Change
The main place of business for any company is its registered office. Moreover, all official communication regarding the business is sent to this registered office address, by the government departments & regulatory bodies like Registrar of Companies, NCLT, Income Tax department, RBI, SEBI etc. However, if need be, the registered office of a company can be changed at any time after its incorporation within the local limits of any city, town, village, inter-city or inter-state by giving a notice to the relevant RoC for Address Change of the Company. Apart from this, it is important to keep in mind that the registered office of the company is easily accessible, for the MCA to send important and necessary communications regarding the business. There are a few different modes by which a company can change its registered office.
- From one address to another within the limits of a city or a town.
- From one address to another outside the local limits but within the same state under the jurisdiction of the same Registrar of Companies.
- When the jurisdiction of RoC changes from one Registrar to another.
Here, we will discuss the various modes by which we can change the Address of a Company and the reasons why such change is required. Moreover, we will take you through the process of this change and the forms that you are supposed to be file for the same. Let’s begin with the reasons why a company would need to change the address of its registered office.
- If the registered office of a company is not accessible in terms of receiving posts, the registered office should be changed. Moreover, if the registered office is in a place, that cannot be easily located, then the company will have to change its registered office.
- If the Directors of the company want the registered office to be closer to their place of residence, then they can change the address of the registered company.
- If the management of the company wants to have both corporate office and registered office in the same location, then, the registered office can be changed.
- In case the registered office is not easily accessible by the members in order to inspect book of accounts or for attending general meetings, the registered office of the company will have to be changed.
In order to change the registered office of the company within the local limits of a town, village or city, a notice should be given to the respective RoC within 30 days of such change. In case, the registered office is changed from one village, town or city to another but within the same state, then, the company needs to pass a special resolution stating the change. However, if the company changes its registered office from one state to another, then along with the special resolution from the company’s board, an approval form Regional Director of the company is required along with newspaper advertisement which proposes the changes.
Our experts at All India ITR will take care of the filing process for you, but it is important for you to know how this will be carried out.
- Members of the Board are required to conduct a Board Meeting, in order to pass a resolution stating the change of registered office. A notice of at least 7 days must be given to all Board Members before the date of the meeting. After the Board Meeting is conducted, a resolution is passed stating the change in office address within local limits of a city, town or village.
- Then our experts will file E-Form INC – 22 which needs to be filed within 30 days of passing the resolution.
- E-Form MGT – 14 is filed for the changes made in the Memorandum of Association (MoA) and Articles of Association (AoA) of the company within 30 days to inform the Registrar about the resolution passed for change in registered office outside local limits but within the same ROC.
- In case, the proposed registered office is in a different state than the current registered office of the company, then along with INC-22, MGT-14 e-form INC – 23, GNL-2, INC-28, INC-32 will be filed which will contain the particulars of the newspaper advertisement published, petition filed, auditor certificate, financial statements, affidavit, resolutions, notices etc. for such change.
Once the proposed registered office of the company is approved by the Registrar of Companies, the RoC will then issue a fresh COI stating the registration of such change with the Ministry of Corporate Affairs. However, there are certain formalities that need to be completed before moving the business activities of the company to the new registered office.
- The name and address of the registered office needs to be painted or affixed outside every office or place of business in a clearly visible position in legible letters.
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The company will need to get its name, address of the registered office and CIN (Corporate Identification Number) along with the contact number, fax number, website and e-mail address printed on all business letterheads, notices, bill heads and other official documents of the company.
- Changes in PAN & TAN should be made.
As discussed previously, Address Change of the Company can be carried out in different ways. Here’s a detailed process of how this can be done –
Address Change of the Company within the same state
- The Members of the Board conduct a meeting to pass a resolution for the change of registered office of the company. If the office is moved to a different city, but within the same state then approval from the shareholders of the company is also required so as to pass a special resolution in the General Meeting.
- After the Members of the Board give their consent for the change of the Company’s current Address, E-Form INC–22 is filed within 30 days with the RoC informing him about the special resolution passed.
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E- Form INC–22 is always filed with any one of the following documents –
- Registered owner proof, if the property is self-owned or Rent/ Lease Agreement if the property is rented or leased.
- In case, the place of business is neither owned or rented then a NOC is required which states that the company is allowed to use the property to carry out business activities of the company.
- A copy of utility bills of the property such as electricity bill or telephone bill which states the address of the premises should be provided. This document should be latest, it should not be more than 2 months old.
- Certified true copies of the resolutions passed in the Board Meeting or Shareholders Meeting.
- In case, the company passes a special resolution with the consent of the shareholders, E-Form MGT-14 is filed within 30 days of passing the special resolution.
Company Address Change from the Jurisdiction of one RoC to another
When the registered office is changed from the jurisdiction of one ROC to another, in addition to the above-mentioned steps, the following procedure should be followed –
- A professional is to be appointed for representation
- An intimation is sent to the ROC in E-Form GNL 2.
- Petition is filed with the Regional Director
- The company, not less than one month before filing for change of registered office, needs to publish an article in a daily newspaper published in English and one article in the regional newspaper proposing the change of registered office of the company.
- Affidavit from Company Secretary & at least 2 directors is required.
- An individual notice will be served to the debenture holders, depositors and creditors of the company, indicating the change of registered office and if any person is likely to be affected by such change, he/ she may inform the Regional Director with a copy of the grounds of opposition within 21 days of the date of notice.
Change in the Address of the Company from One State to another
Since the registered office of the company is being changed from one state to another, it falls under the jurisdiction of different governing courts. Hence, the process of changing the registered office of a company from one state to another may require certain prior approvals from the Central Govt. Furthermore, the Memorandum of Association of every company has a registered office which needs to be altered if the change takes place inter-state. Steps involved in such a change are as follows: -
- A Board Meeting is conducted to pass a resolution for change of registered office of the company and to make amendments in the MoA.
- A special resolution will be passed in the General Meeting for change of registered office and alteration of the MoA.
- The special resolution passed, will then have to be filed with the RoC in E-Form MGT-14 within 30 days of making the change.
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An approval will be taken from the Regional Director in E-Form INC – 23 which will be filed along with the following attachments –
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1. A copy of the Articles of Association and Memorandum of Association.
2. Copy of the notice for the AGM (Annual General Meeting) along with explanatory statements.
3. A copy of the resolution passed for the change of registered office of the company.
4. A copy of the Minutes of Meeting containing details of the number of votes cast in favor and against the resolution so passed.
5. An affidavit that verifies the application from the Directors which states that no employee will be removed from the company as a consequence of changing the Registered Address of the Company.
6. A list of creditors and debenture holders that may object to the application along with their names, addresses, nature and amount of debt, claims and liabilities owed to them.
7. Copy of Petition
8. Affidavit from Company Secretary & at least 2 directors is required.
9. Affidavit disclosing the correctness of advertisement.
10. Latest financial statements with annexure & audit report.
11. Auditor certificate
