Changing the Address of your Company/LLP (within same State)
Preparation of necessary documents and completing compliances as per Secretarial standards
Filing of INC-22 and MGT-14/ Form-15 forms with MCA
All Inclusive*
For Company
₹ 2,299/- only
For LLP
₹1,599/- only
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Contents
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Introduction:
Shifting the registered office of a company/LLP within the same state requires adherence to specific compliances and procedures. Whether the company/LLP is relocating due to expansion, lease expiration, or better market opportunities, understanding the legal requirements is crucial to ensure compliance with the Companies Act. This article outlines the essential steps and compliances involved in changing the registered office within the same state, providing guidance on documentation, notifications, and other necessary measures.
List of Documents Required
Utility Bill for New Place
Digital Signature Certificate (DSC)
Authorisation letters ( Format will be provided)
Certificate of Incorporation
How Does It Works?
Form Submission
Callback From Our Team
Final Quote And Payment
Document Submission
Filing of INC-22
Payment of Challans
A. Shifting of Registered Office of Company (within same state and under Jurisdiction of same ROC)
- Board Meeting and Board Resolution:
- Convene a Board Meeting and pass a board resolution to take note of the change in the registered office of the Company.
- Filing of Forms:
- File Form INC-22 within 15 days of passing the Board Resolution.
B. Shifting of Registered Office of Company (within same state but under Jurisdiction of different ROC)
- Board Meeting and Extraordinary General Meeting (EGM):
- Convene a board meeting and pass a resolution to call for an Extraordinary General Meeting (EGM).
- In the EGM, pass a special resolution to approve the change in the registered office address within the same state.
- Filing of Forms:
- File Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the special resolution.
- Submit Form INC-23 to the Regional Director for permission to change the registered office address within the jurisdiction of the same state at least one month before filing the application with the Regional Director.
- Public Notice:
- Publish a notice in English and the vernacular language of the state in a daily newspaper, announcing the change in the company’s registered office address.
- Display the new Memorandum of Association (MOA) prominently at the new registered office address and at all the previous company locations.
- Communication and Updates:
- Update the new registered office address on all official letterheads, business documents, and stationery.
- Inform all stakeholders, including partners, creditors, and debenture holders, about the change in the registered office address through personal notices.
- Stakeholders must raise any objections to the Regional Director within 21 days from the date mentioned in the notice.
- Regional Director’s Authorization:
- Upon receiving no objections from stakeholders or resolving any raised objections, the Regional Director will issue an authorization within 30 days from the date of application.
- File the authorization with the RoC in Form INC-22 within 60 days from the date of receiving the Regional Director’s certificate.
C. Shifting of Registered Office of LLP (within same state)
- Partners consent and approval:
- Obtain the consent of all partners by conducting a meeting and passing a resolution to that effect.
- Form Filing:
- File Form -15 to intimate the registrar about the change in registered office address within 30 days of shifting of registered office.
- Post-Change Compliances for Company/LLP:
- Publish a general notice in a newspaper, informing partners and stakeholders about the new registered office address of the company.
- Update the new registered office address on all official documents, including letterheads, invoices, bills, and other administrative materials.
- Revise the address with banks, financial institutions, and utility service providers.
- File a petition with the income tax authority to update the company’s address in TAN and PAN.
- Update the address with government authorities such as customs authorities, service tax community, and sales tax authorities.
Conclusion:
Shifting the registered office of a company within the same state involves complying with specific legal requirements and procedures. By following the outlined steps, including conducting board meetings, obtaining necessary approvals, filing forms with the appropriate authorities, and notifying stakeholders, companies can ensure a smooth transition. Seeking expert assistance from our professionals at Instafiling can further streamline the process, ensuring compliance with regulations and completing the necessary compliances efficiently and effectively.
FAQs
The fees for LLP address change is dependent on the contribution in LLP and the same is mentioned below:
S.no | Contribution Amount (In INR) | Normal Fee (In INR) |
1 | Up to 1,00,000 | 50 |
2 | More than 1,00,000 up to 5,00,000 | 100 |
3 | More than 5,00,000 up to 10,00,000 | 150 |
4 | More than 10,00,000 up to 25,00,000 | 200 |
5 | More than 25,00,000 up to 1,00,00,000 | 400 |
6 | More than 1,00,00,000 | 600 |
For shifting of registered office of an LLP within the same city, consent of the partners should be taken and change of address is to be intimated to Registrar in LLP Form-15.
No, a LLP cannot have two addresses.
Shareholders’ approval or permission is required to change the address of the registered office within the same state if the shift is not within the local limits of town, city or village.
Filing of Form-3 within 30 days of Incorporation of an LLP and Form -15 with respect to any change in the address subsequently serves as the valid proof that the LLP address is registered.
Rental Agreement or Lease Agreement along with the No Objection Certificate from the owner of premises and Utility bill serves as the valid proof for LLP.
Yes, there is a government fee involved in filing Form INC-22 and Form LLP-3. The fee depends upon the capital of the company or contribution in case of LLP.
Yes, partners consent is required for change in the address of LLP.
Partner’s resolution is passed for LLP address change.
Form INC-22 is filed for change in the address of the company within the same state.
In addition to INC-22, MGT-14 is also required to be filed for filing the approval of shareholders with the Registrar in case the shift is within the same state but outside the local limits and Regional Director’s approval is also required if jurisdiction of the registrar is also getting changed.
Shifting of registered office address within the same state and under the same jurisdiction will take approximately 2-3 days.
No, the registered office address of LLP cannot be changed without the consent of the partners.
After the shifting of registered office address of LLP, following actions should be ensured:
- The new address of the LLP should be updated on all the billboards and letterhead of the LLP.
- To update the address on hundies, promissory notes, bills of exchange and such other documents.
The following points should be considered for shifting for while shifting of registered office of LLP:
- Check for the procedure laid down in the LLP agreement for shifting of registered office, if any.
- Obtain the partners’ consent for shifting the registered office.
- Rental agreement along with utility bill.
- No objection certificate from the owner.
- File Form-15 for intimation of change in registered address with the registrar.
Post shifting compliances for an LLP or Company are as below:
- The new address of the LLP or Company should be updated on all the billboards and letterhead of the LLP/Company.
- To update the address on hundies, promissory notes, bills of exchange and such other documents.
In case of any contravention of the provisions relating to registered office then the company and officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.
Yes, the registered office can be changed immediately after incorporation subject to filing of Form INC-20A.
There is no need to amend the LLP agreement for shifting of registered office within the same state.
Form INC-22 is filed for intimating the shift in registered office in case of a company.
Form LLP-3 is filed for intimating any change with respect to the LLP agreement to the Registrar.
