When you register a company, it is mandatory to specify a registered office address of the company. Further, this is important as this registered office functions as the primary address for all business communication. Today, we will talk about some important aspects of the registered office of company.
Registered Office of Company
- Every company must have a registered office. Also, this office must receive all communications and notices of the company.
- Additionally, the company can have a corporate office, administrative office, branch office, or factory office too.
- However, it needs to register only the registered office with the Registrar of Companies (RoC). It can open all other offices without any intimation to the RoC.
- Further, the registered office determines its domicile or the State of incorporation. This, in turn, will determine the RoC applicable for company registration.
- The company needs to notify the RoC of any change of address of the registered office within a specified period.
Documents needed for registering a place as the registered office of Company
If a company has not provided place of Registered office with the Form Spice+ at the time of incorporation, then it must furnish verification of its registered office within 30 days of its incorporation. The following documents must be attached to register a place as the registered office:
- Proof of office address. This includes the lease deed, conveyance or rent agreement in the name of the Company; or
- If the Company does not own the premises, then it needs to submit an authorisation from the owner of the premises to allow the Company to use the premises as its registered office.
- Copy of any utility service in the name of the owner – electricity, telephone, gas, etc. Further, the bill must not be more than 2 months old.
Change of Registered Office of company
A company can change the place of its registered office. However, once the company declares its registered office via Form INC 22, it must inform the RoC about any changes to the registered office. Also, it must ensure that it provides notice of the change of registered office to the Registrar of Companies within 30 days of making the change.
According to Rule 27 of the Company (Incorporation) Rule, 2014, the company must file the notice of change in the place of the registered office in Form INC-22. Further, the company must pay the prescribed fee and attach the documents listed above (same documents as needed for registering the registered office).
Further, the board must pass the following resolutions:
- Board Resolution – The Board must pass a resolution for shifting of the registered office and to authorise a director to sign and submit Form INC-22.
- Special Resolution – The company must pass a resolution in a general meeting provided it plans to shift the registered office outside the local limits of the city or town or village where is currently exists.
Change of the registered office to a place outside the limits of the town or city or village (jurisdiction of another RoC) but within the limits of the State
The company must apply for the approval of the Regional Director via Form INC 23 to shift the registered office from the jurisdiction of one RoC to another within the same State. Also, the company must pass a board resolution as well as a special resolution (Section 12(5)). Once the Regional Director provides confirmation, the company must file the same with the RoC within 60 days of the date of confirmation. Also, the RoC must confirm the change and certify it within 30 days from the date of filing of the confirmation (section 12(6)).
Change of the registered office to another state
In such cases, the company must first conduct Board Meeting and pass resolutions for shifting of Registered Office from one state to another, amendment in the Memorandum of Association (MoA).and fixation of General Meeting.
Thereafter General meeting needs to be convened and Special Resolution is required to be passed for shifting of Registered Office from one state to another and alteration in the MOA accordingly.
Further, the company must file this special resolution with the RoC in Form MGT 14 within 30 days of passing the resolution. The company also needs to seek approval of the Central Government via Form INC 23. The documents needed to be attached with Form INC 23 are:
- A copy of:
- The special resolution that shows the approval of members for making the change
- A copy of the altered Memorandum of Association.
- The notice that conveys the general meeting with the explanatory statement relevant to the change
- The minutes of the general meeting in which the alteration was approved
- Certified true copy of the Board Resolution
- Aa detailed copy of the petition along with all necessary documents like affidavit, newspaper advertisement etc.
- A detailed list of all debenture holders and creditors
- A document that proves the payment of the prescribed fees
After making all checks, the Central Government will dispose of the application within 60 days from the date of application. On the receipt of the approval, the company must file the same with the RoCs of both the states – existing and new. The RoC of the new state will issue a fresh certificate of incorporation after registering the approval.
Summing Up
We hope that this article offered all the information you wanted regarding the registered office of the company. For any specific questions, or to explore our services, please get in touch with us.
