Asktrix

Registered Office Address Change of Company - MCA Compliance

Changing a company's registered office address is a crucial corporate action governed by the Companies Act, 2013 and corresponding MCA rules. Asktrix provides comprehensive support for all registered office address change requirements, ensuring your company meets all regulatory obligations efficiently and accurately.

Governing Act and Rules

Registered office address changes are governed by various acts and regulations:

  • Companies Act, 2013: Primary legislation governing company operations and address changes
  • Companies (Incorporation) Rules, 2014: Specific rules for address change procedures
  • MCA Guidelines: Ministry of Corporate Affairs guidelines for compliance
  • ROC Regulations: Registrar of Companies specific requirements

Types of Registered Office Changes

  • Within the Same City: Moving to a different location within the same city limits
  • Within the Same State: Relocating to a different city within the same state
  • Between States: Moving the registered office to a different state
  • International Relocation: Moving registered office outside India (special procedures apply)

Eligibility Entities for Registered Office Address Change

  • Private Limited Company: Most common entity type requiring address changes
  • Public Limited Company: Listed and unlisted public companies
  • One Person Company (OPC): Single-member companies
  • Section 8 Company: Non-profit companies
  • Producer Company: Agricultural and related companies

Step-by-Step Process for Registered Office Address Change

1. Board Resolution

Conduct a board meeting to pass a resolution approving the change of registered office address. The resolution must be properly documented and signed by all directors.

2. General Meeting Approval

Convene an Extraordinary General Meeting (EGM) to obtain shareholder approval for the address change. Special resolution may be required for inter-state changes.

3. Filing Forms

File the necessary forms with the Registrar of Companies (ROC):

  • Form INC-22: Notice of change of registered office
  • Form MGT-14: Filing of special resolution (if applicable)

4. Update Address with ROC

Submit all required documents and forms to the concerned ROC office within the prescribed timeline.

5. Timeline and Processing

ROC typically processes address change applications within 15-30 days from the date of filing, subject to proper documentation and compliance.

Forms Required for Registered Office Change

  • Form INC-22: Notice of change of registered office within 30 days
  • Form MGT-14: Filing of special resolution within 30 days
  • Form INC-23: Application for shifting registered office (inter-state)
  • Form INC-24: Application for change of name and objects

Effectiveness of Address Change

The change of registered office address becomes effective upon:

  • Approval by the Registrar of Companies
  • Issuance of certificate of incorporation with new address
  • Updating of MCA records and company master data
  • Notification to all stakeholders and government departments

Limitations and Frequency of Registered Office Change

  • Frequency: No specific limit on number of changes per year
  • Cooling Period: No mandatory waiting period between changes
  • Documentation: Each change requires complete documentation
  • Compliance: All changes must comply with regulatory requirements

Registered Office Address Change for LLPs

Step-by-Step Process for Registered Office Address Change for LLPs

  • Partner resolution for address change
  • Filing Form 15 with ROC
  • Updating LLP agreement if required
  • Notification to stakeholders

Types of Registered Office Change for LLPs

  • Within the same city
  • Within the same state
  • Between different states

Eligibility and Documentation Requirements for LLPs

  • All types of LLPs are eligible
  • Partner resolution required
  • Updated LLP agreement
  • Address proof documents

Process Scope for Each Type of Change

  • Intra-city: Simple notification process
  • Intra-state: Standard filing requirements
  • Inter-state: Additional approvals and documentation

Supporting Documents

  • Address proof of new office
  • No objection certificate from landlord
  • Board resolution/Partner resolution
  • Updated statutory registers

Timeline and Processing

LLP address changes are typically processed within 10-15 days from the date of filing, subject to proper documentation.

Inter-State Registered Office Change

For inter-state changes, additional approvals may be required from both the current and new state ROC offices.

Effectiveness of Address Change

LLP address changes become effective upon ROC approval and updating of master data.

Frequency of Change

LLPs can change their registered office address as frequently as required, subject to compliance with regulatory requirements.

Penalties for Non-Compliance

Non-Compliance Consequences:

  • Late Filing: Penalty of ₹1,000 per day for delayed filing
  • Incorrect Information: Additional penalties up to ₹1 lakh
  • Non-Disclosure: Legal action and prosecution
  • ROC Striking Off: Risk of company being struck off

Benefits of Changing the Registered Office

  • Strategic Location: Move to a more business-friendly location
  • Cost Savings: Reduce operational costs and overheads
  • Business Expansion: Facilitate growth and expansion plans
  • Regulatory Compliance: Ensure compliance with local regulations
  • Tax Benefits: Avail of state-specific tax incentives

Consequences of Non-compliance

  • Penalties: Heavy financial penalties for late or incorrect filing
  • Legal Challenges: Legal proceedings and court cases
  • Business Disruption: Operational difficulties and restrictions
  • Reputation Damage: Loss of credibility and business opportunities
  • Regulatory Action: ROC action and potential striking off
FAQ

Frequently Asked Questions

Find answers to common questions about registered office address change, eligibility, documents, process, benefits, costs, and timelines.

What is the purpose of the registered office of a company?

The registered office serves as the official address for all legal communications, statutory notices, and official correspondence. It's where the company's statutory books and records are maintained, and it determines the jurisdiction of the ROC.

How long does it take to change a registered office address?

The process typically takes 15-30 days from filing to approval, depending on the type of change and completeness of documentation. Intra-city changes are usually faster than inter-state changes.

What documents are required for address change?

Required documents include board resolution, shareholder resolution, address proof of new office, NOC from landlord, Form INC-22, and updated statutory registers.

Is shareholder approval required for address change?

Yes, shareholder approval is required through an EGM. For inter-state changes, a special resolution with 75% majority is mandatory.

What are the fees for changing registered office?

ROC filing fees range from ₹200 to ₹600 depending on authorized capital. Additional fees may apply for inter-state changes and professional services.

Can a company change its registered office multiple times?

Yes, there's no limit on the number of times a company can change its registered office, but each change must comply with regulatory requirements and proper documentation.

What happens if we don't file the address change?

Non-filing attracts penalties of ₹1,000 per day, legal action, and potential striking off of the company from ROC records.

Can we change address to another state?

Yes, inter-state address changes are allowed but require special resolution, additional documentation, and approval from both ROC offices.

How does Asktrix help with address change?

Asktrix provides end-to-end support including documentation preparation, form filing, ROC liaison, compliance tracking, and expert guidance throughout the process.

What is Form INC-22?

Form INC-22 is the official form for notifying ROC about change of registered office address. It must be filed within 30 days of the change.

Ensuring smooth registered office address change with Asktrix provides not only legal compliance but also ongoing support for your business growth. Our comprehensive approach ensures your company meets all regulatory requirements efficiently and accurately.

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