The registered office of a company is a place to which all the official communications concerning the company and its matters are sent and the office which is registered with the Ministry of Corporate Affairs. Other than registered office, a company can also have a corporate office, head office, branch office, etc.
It is important to know that the location of the registered office determines the Registrar of Companies (ROC) to which the application for company incorporation is made.
When there is a change in registered office –Filing INC 22
Any change in the registered office must be informed to ROC within an appropriate time.
Change of Registered Office with a Different ROC but Same State
If the company changes the registered office from the jurisdiction of one ROC to the other ROC, it has to apply for the approval of the Regional Director (RD) in the manner prescribed in form INC- 23. Once the Regional Director confirms this change, it has to file the same confirmation with the ROC within 60 days. The ROC shall confirm the change of the address within 30 days of the filing.
Change of Registered Office to Another State
The company needs to amend the Memorandum of Association to change the registered office from one state to another. A special resolution needs to be passed by the company for alteration of the MOA. This resolution must be filed with the ROC in form MGT-14 within 30 days of the resolution being passed. To change the registered office from one state to another, the company needs to get the approval of the CG in form INC- 23. The documents to be attached along with the application in Form 23 are mentioned below.
- A copy of the special resolution sanctioning the alteration by the members of the company.
- A copy of the memorandum and articles of association
- A copy of the notice holding the general meeting along with a relevant explanatory statement
- A copy of the minutes of the general meeting wherein the resolution authorizing the alteration.
- A list of creditors and debenture holders
- A copy of board resolution or Power of Attorney
- Document relating to the payment of application fee