A company is to have an official registered office from the fifteenth day of its incorporation to be able to receive and acknowledge all communication and notices that are addressed to it. Further, the verification of the registered office must be furnished to the Registrar within a period of 30 days of company incorporation.
A company can change its registered office whenever required. For that it should file Form INC-22 with the Registrar regarding the situation of its registered office in the manner specified by the Companies (Incorporation) Rules 2014.
Shifting of Registered Office
There are five cases for the shifting of registered address of the company. Process and documentation of the same are depends on the nature of change.
- Change of Registered Office Within local limits of the Same City/ Town/ Village
Step 1– Approval must be obtained in a Board Meeting.
Step 2– Form INC – 22 must be filed within 15 days of the date when the resolution was passed.
2. Shifting of Registered Office From one City to Another City within same ROC/State
Step 1– Special Resolution must be obtained in Board Meeting.
Step 2– Form MGT – 14 must be filed within 15 days of obtaining the Board Resolution.
Step 3– An application for notice of change of registered office of the company has to be made in the e-Form INC – 22 within 30 days of passing of the Special Resolution
3. Shifting of the Registered Office from the Jurisdiction of One ROC to another ROC in same State
Step 1- Board Resolution and Special Resolution must been obtained.
Step 2- Form MGT – 14 must be filed within 15 days of obtaining the Board Resolution.
Step 3- E-Form INC – 23 should be filed which consists of an application made to the Regional Director to shift the registered office of the company from one RoC to another within the same state.
Step 4- INC – 28 must be filed within 60 days from the date of the approval from the Regional Director to give the notice of the order of the court, Tribunal or other competent authority
Step 5- INC -22 has to be filed after filing the INC-28
4. Shifting of Registered Office from one State to Another but same ROC
Step 1- Firslty, approval must be obtained for the alteration of the MOA.
Step 2- Board Resolution and Special Resolution must been obtained.
Step 3- Form MGT – 14 must be filed within 15 days of obtaining the Board Resolution.
Step 4- E-Form INC – 23 has to be filed which consists of an application made to the Regional Director at least a month after serving notice to the creditors and publishing the advertisement in the newspaper giving notice of change in registered office.
Step 5- INC – 28 must be filed within 30 days from the date of the approval from the Regional Director to give the notice of the order of the court, Tribunal or other competent authority
Step 6- INC -22 has to be filed after filing the INC-28
5. Change in state outside the jurisdiction of the existing RoC
Step 1- Firslty, approval must be obtained for the alteration of the MOA.
Step 2- Board Resolution and Special Resolution must been obtained.
Step 3- Form MGT – 14 must be filed within 15 days of obtaining the Board Resolution.
Step 4- E-Form INC – 23 has to be filed which consists of an application made to the Regional Director at least a month after serving notice to the creditors and publishing the advertisement in the newspaper giving notice of change in registered office.
Step 5- INC – 28 must be filed within 30 days from the date of the approval from the Regional Director to give the notice of the order of the court, Tribunal or other competent authority
Step 6- INC -22 has to be filed after filing the INC-28
Penalty for Non Compliance
If any default is made in complying with the requirement of this section, the company and every officer in default shall be liable to a penalty of Rs 1000/- per day during which the default continues but not exceeding one lakh rupees.