Changing The Address of your Company/LLP (Other State/ROC)
Streamline your company's address change process effortlessly. We specialize in seamless address updates for companies and LLPs relocating to another state or Registrar of Companies (RoC). Trust our expertise to handle all the paperwork and ensure compliance. Simplify your address change journey with us.
InstaFiling services include:
Preparation of necessary documents and completing compliances as per Secretarial standards
Filing of INC-23 and MGT-14/ Form-15 forms with MCA
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Introduction:
Are you planning to shift your company's registered office from one state to another? The Companies Act, 2013, mandates certain compliances and legal procedures to be followed for such a change. This comprehensive guide will walk you through the ROC (Registrar of Companies) compliances required for shifting the registered office of your company while ensuring compliance with the law.
Follow these steps to facilitate a seamless transition and ensure that your company's operations remain uninterrupted.
List of Documents Required
Utility Bill for New Place
Authorisation letters ( Format will be provided)
Certificate of Incorporation
Digital Signature Certificate (DSC)
How Does It Works?
Form Submission
Callback From Our Team
Final Quote And Payment
Document Submission
Filing of NC-23 &
MGT - 14
Payment of Challans
Steps Involved
The first step in shifting the registered office is to convene a board meeting and pass a resolution. This resolution should call for an Extraordinary General Meeting (EGM) and propose the alteration of the Memorandum of Association (MOA) through a Special Resolution. Ensure that the board meeting minutes accurately reflect the decisions made.
Hold the Extraordinary General Meeting (EGM):
At the EGM, the shareholders of the company need to pass a Special Resolution approving the change of the registered office from one state to another and the alteration of the MOA. The EGM should be conducted in compliance with the legal requirements, and the minutes of the meeting should be duly maintained.
File Form MGT-14 with the ROC:
Within thirty days of passing the Special Resolution, file Form MGT-14 with the Registrar of Companies. This form notifies the ROC about the change of registered office and the alteration of the MOA. Ensure that the form is filled accurately and all the necessary supporting documents are attached.
File Form INC-23 to the Regional Director:
To obtain approval from the Central Government for shifting the registered office from one state to another and altering the MOA, file Form INC-23 with the Regional Director. This form must be submitted before one month of filing the application with the Regional Director.
Publish a Notice of Change of Office:
Before filing the application with the Regional Director, publish a notice of the change of office in a daily English newspaper and in the principal language newspaper of the district where the registered office is currently situated. This notice serves to inform interested parties about the proposed alteration and allows them to raise objections, if any.
Serve Individual Notices:
In addition to the public notice, serve individual notices to each depositor, debenture holder, and creditor of the company. These notices should state that if their interests are likely to be affected by the proposed alteration of the MOA, they can intimate their nature of interest and grounds of opposition to the Regional Director within twenty-one days from the date of publication of the notice.
Obtain Approval from the Central Government:
The Central Government will review the application for change of registered office address and dispose of it within sixty days, provided there are no objections or concerns raised. Once the approval is granted, proceed to the next step.
File Approval with the ROC:
File the approval granted by the Central Government with the ROC in Form INC-22 within sixty days from the date of approval. This form informs the ROC about the change in registered office and ensures compliance with the necessary legal requirements.
File Form INC-28 with the ROC:
File Form INC-28 with the ROCs of both the old and new states in which the registered offices are situated. This form notifies the ROCs about the change of registered office address and provides them with the relevant information.
Post-Approval Compliances:
After changing the registered office upon receipt of the ROC’s approval, make sure to follow these additional compliances:
Issue a General Notice:
Publish a general notice in a newspaper, informing all members and stakeholders about the change of the company’s registered office. This notice should include the new address and any other relevant details.
Update Legal Documents:
Print new copies of the MOA with the updated registered office address. Additionally, change the address outside every office, building, or premises where the company carries out its business, ensuring visibility and legibility.
Update Official Publications:
Replace the old address with the new registered office address on all business letterheads, letters, invoices, billheads, receipt forms, and other official publications of the company.
Notify Banks and Financial Institutions:
Inform all banks and financial institutions where the company holds accounts about the change of registered office address. Update the address associated with the company’s accounts for smooth financial transactions.
Update Government Authorities and Service Providers:
Update the company’s new address with relevant government authorities such as the Income Tax Authority, Customs Authorities, Central Excise Authorities, Service Tax Department, and Sales Tax Authorities. Also, notify utility service providers (e.g., telephone, internet, electricity) in the company’s name.
Conclusion:
Alteration of share capital is a crucial process that allows companies to adapt their capital structure to meet their changing needs. By altering share capital, companies can issue new shares, convert stock, and make other changes to support their growth and comply with legal requirements.
FAQs:
To change the LLP address from one state to another, Form-15 (for shifting of registered office) and Form-3 (for change of registered office clause in the LLP agreement) are required to be filed.
No, if the registered office is getting shifted from one state to another, then the jurisdiction of ROC will be changed.
To change the company address in ROC from one state to another below procedure is to be followed:
- Hold a Board Meeting and pass a board resolution;
- Hold a general meeting and pass a special resolution for altering of Memorandum of Association and shifting of registered office;
- File MGT-14 for the special resolution;
- Publish a notice in form in Form INC-26, one in vernacular language and one in English newspaper;
- Prepare list of creditors and debenture holders and update them accordingly;
- Prepare an application to be filed with Regional Director for approval with all relevant annexures and affidavits.
- Send a copy of the application with complete annexure to the Chief Secretary of the State where the registered office is situated at the time of filing the application.
- File Form GNL-1, to intimate the registrar about the petition being filed to Regional Director for shifting of registered office from one state to another.
- File Form INC-23 for taking approval from Regional Director.
- File Form INC-28 within 30 days with ROC upon receival of approval from Regional Director.
- File Form INC-22 within 15 days upon receival of approval from Regional Director.
Once the above procedure is completed, a new Certificate of Incorporation will be issued by the new ROC and the company address will be changed.
Regional Director’s approval is required for shifting of registered office of a company from one state to another.
The time taken for shifting of registered office from one state to another is dependent upon the approval from the Regional Director. However, it may take around 3-4 months to complete the process.
Yes, the registered address of the company can be changed.
Copy of Altered MOA;
Certified true copy of Board Resolution;
Certified copy of special resolution;
A copy of the Minutes of the General Meeting at which the resolution
authorizing such alteration was passed, giving details of the number of
votes cast in favor or against the resolution;
List of Creditors and debentureholders;
Memorandum of appearance and Board Resolution for authorizing CA/CS/advocate.
Power of attorney or executed vakalatnama in favour of CA/CS/advocate.
An affidavit verifying the list of employees.
An Affidavit proving the dispatch and service of notice to the Chief
Secretary.
An affidavit verifying the petition.
An Affidavit verifying the publication of notice.
An Affidavit verifying the creditors.
An Affidavit verifying the Non retrenchment of Employee.
An Affidavit from Director in terms of rules.
Affidavit from Director that there is no enquiry, inspection, investigation and prosecution is pending against the Company.
Utility bill of new address.
Rent agreement/Lease deed for the new address.
For Shifting of office from one state to another following forms are required to be filed:
Form MGT-14: For the special resolution;
Form INC-26: Advertisement in vernacular and one in English newspaper;
Form GNL-1: For intimation to the registrar about the petition being filed to Regional Director for shifting of registered office from one state to another.
Form INC-23: For taking approval from Regional Director.
Form INC-28: For intimation of Regional Director’s approval to Registrar of Companies.
Form INC-22: For Shifting of address.
No, the registered office of the company cannot be shifted to outside India.
To change the company address in ROC from one state to another below procedure is to be followed:
- Hold a Board Meeting and pass a board resolution;
- Hold a general meeting and pass a special resolution for altering of Memorandum of Association and shifting of registered office;
- File MGT-14 for the special resolution;
- Publish a notice in form in Form INC-26, one in vernacular language and one in English newspaper;
- Prepare list of creditors and debenture holders and update them accordingly;
- Prepare an application to be filed with Regional Director for approval with all relevant annexures and affidavits.
- Send a copy of the application with complete annexure to the Chief Secretary of the State where the registered office is situated at the time of filing the application.
- File Form GNL-1, to intimate the registrar about the petition being filed to Regional Director for shifting of registered office from one state to another.
- File Form INC-23 for taking approval from Regional Director.
- File Form INC-28 within 30 days with ROC upon receival of approval from Regional Director.
- File Form INC-22 within 15 days upon receival of approval from Regional Director.
Once the above procedure is completed, a new Certificate of Incorporation will be issued by the new ROC and the company address will be changed.
Yes, the registers can be maintained at a place other than the registered office and this place should be intimated to the Registrar by filing Form AOC-5.
No, ROC forms once filed cannot be revised.
Yes, consent of shareholders is required through special resolution for shifting of registered office from one place to another.
No, a company cannot have two registered offices.
The change in address shall be communicated within 15 days from the receipt of Regional Director’s approval in Form INC-22.
Special resolution is required for shifting of registered office from one state to another.
Regional Directors’ permission is necessary for changing registered office from one state to another.
No, if the shifting of office is within same locality then no new certificate of incorporation will be issued.
No, advertisement in newspaper is not required if the change in registered office is from one city to another falling under same ROC.
Yes, central government i.e Regional Director’s approval is required for changing for change in registered office address from jurisdiction of one ROC to another.
