Registered Office Address Change of Company – MCA Compliance
Changing a company’s registered office address involves a regulated process governed by the Companies Act, 2013 and corresponding MCA rules. This guide explains the eligibility, procedural steps, required forms, and the impact of an address change on official documentation.
Governing Act and Rules
- Companies Act, 2013
- Companies (Incorporation) Rules, 2014
- Section 12 of the Companies Act, 2013: Requires companies to have a registered office where they can receive communications, notices, and legal documents.
- Section 13: Governs address changes that involve altering the Memorandum of Association (MOA), particularly when moving across states.
Types of Registered Office Changes
The change in registered office can be categorized into three main types based on the extent and location:
- Within the Same City/Town/Village: Change within the same local limits.
- Within the Same State but Outside Local Limits: Change to a different city/town/village within the same state.
- From One State to Another: Inter-state transfer, involving a more complex process and approval from the Regional Director (RD).
Eligibility Entities for Registered Office Address Change
The following types of entities are eligible to apply for a registered office change:
- Private Limited Companies
- Public Limited Companies
- One Person Companies (OPC)
- Limited Liability Partnerships (LLP) (under the LLP Act, 2008)
- Section 8 Companies
Step-by-Step Process for Registered Office Address Change
Board Resolution
Convene a board meeting to pass a resolution approving the change in registered office address. The resolution will specify the new address and authorize an officer to handle the MCA filings.
- For address changes within the same city, no special resolution is required.
- For changes within the same state (but outside local limits) and inter-state changes, a special resolution is required. Approval of 75% of shareholders is necessary for this resolution, typically passed at a general meeting.
Shareholder Approval (if applicable)
- For Change within the Same City/Town/Village: File Form INC-22 with the new address details within 30 days of the change. Attach supporting documents, such as the lease agreement or utility bill for proof of the new address.
- For Change within the Same State but Outside Local Limits:
File Form MGT-14 with the ROC to record the special resolution (required within 30 days of the general meeting).
File Form INC-22 with updated address details and attach supporting documents. - For Inter-State Change:
File Form MGT-14 for the special resolution.
File Form INC-23 for RD approval to alter the registered office. This form is accompanied by an application and includes a copy of the board resolution, MOA/AOA, notice of general meeting, minutes, and approval letters from creditors if applicable.
File Form INC-28 to record the RD's approval once obtained.
File Form INC-22 to finalize the update with the ROC.
Filing Forms Based on Type of Change
Update Address with the Registrar of Companies (ROC)
Upon approval, the ROC will update the new registered office address in its records, and an acknowledgment will be issued.
Timeline and Processing
- Within the Same City/Town/Village: 5–7 working days (Form INC-22).
- Within the Same State but Outside Local Limits: 15–20 working days (Forms MGT-14 and INC-22).
- From One State to Another: 30–45 working days (Forms MGT-14, INC-23, INC-28, and INC-22).
The timeline for inter-state changes may vary based on RD approvals and document submission accuracy.
Forms Required for Registered Office Change
- Form INC-22: To update the ROC with the new registered office address.
- Form MGT-14: Required for shareholder approval and filing of the special resolution.
- Form INC-23: For RD approval if changing to a new state.
- Form INC-28: To record the RD's approval for inter-state changes.
Reflection of Address Change
Once updated in the MCA database, the new address will reflect in:
- Certificate of Incorporation (for inter-state changes only)
- MOA and AOA: Should be updated if there’s an inter-state move.
- ROC Records: Reflects the new address publicly on the MCA portal.
- Official Documents and Business Communication: Letterheads, invoices, and statutory registers must show the updated registered office address.
- Tax Authorities: Update GST registration, PAN, and TAN to prevent compliance issues.
Limitations and Frequency of Registered Office Change
A company can change its registered office address as frequently as needed. However, for inter-state relocations, RD approval and a clear reason for relocation are required to avoid potential challenges or delays.
Certainly, here’s the detailed process for changing the registered office address of a Limited Liability Partnership (LLP):
Step-by-Step Process for Registered Office Address Change for LLPs
Changing the registered office of an LLP is governed by the Limited Liability Partnership Act, 2008 and LLP Rules, 2009. Depending on the type of change, the process and required documentation vary. Here's a breakdown:
- Within the Same City/Town/Village: If the registered office is relocated within the local limits.
- Within the Same State but Outside Local Limits: Moving to a different city/town/village within the same state.
- From One State to Another: Shifting to another state, which requires additional approvals.
Types of Registered Office Change for LLPs
- Board Decision: All partners must mutually agree upon the registered office change.
- Consent of Partners: A supplementary agreement, detailing the address change, signed by all partners is necessary for record-keeping and submission with the ROC.
Eligibility and Documentation Requirements for LLPs
Process Steps for Each Type of Change
- File LLP Form-15: This is required for updating the registered office address. It must be filed within 30 days of the address change.
- Documents Required:
- Proof of the new address (such as a utility bill or lease agreement).
- A copy of the resolution agreed upon by partners.
- Timeframe: The process typically takes about 5–7 working days once Form-15 is submitted.
Change within the Same City/Town/Village
- Form LLP-3: First, file Form LLP-3 to document the amended LLP Agreement. This form is used to record any changes in partnership details or office address.
- Form LLP-15: Following LLP-3, file Form LLP-15 with details of the new address.
- Supporting Documents:
- Address proof of the new registered office.
- Copy of the resolution agreed upon by all partners.
- Timeframe: This process may take 10–15 working days to complete.
Change within the Same State but Outside Local Limits
- Form LLP-3: Similar to within-state changes, file Form LLP-3 first to amend the LLP Agreement.
- Obtain Consent of Creditors and Partners: An affidavit stating that the LLP has received consent from partners and creditors for the address change.
- Publish Newspaper Notice: Publish a notice of the change in a local newspaper in both the old and new location states.
- File Form LLP-15: Submit the new address details to the ROC after the newspaper notice.
- Documents Required:
- Approval letter from partners and creditors.
- Affidavit and consent letters.
- Newspaper advertisement proof.
- Timeframe: Inter-state transfers can take 30–45 days to process, subject to approval from the ROC and confirmation of published notices.
Inter-State Registered Office Change
Reflection of Address Change
After the registered office address is updated, the new information will be reflected:
- On the MCA Portal: Updated address information will be visible publicly.
- In Official Documents: LLP must update business documents, letterheads, and communication materials.
- For Tax Purposes: GST and other registrations must reflect the updated address.
Frequency of Change
There is no restriction on how frequently an LLP can change its registered office address, as long as each change follows the procedural and compliance requirements.
Penalties for Non-Compliance
Failing to file the required forms or meet the deadlines may result in penalties, including late fees and potential non-compliance penalties under the LLP Act. Delays in updating the registered office address may also lead to legal complications, particularly if important notices or official communications are missed.
This step-by-step guide provides LLPs a clear roadmap for updating their registered office address, ensuring compliance with the LLP Act, 2008 and maintaining legal and tax documentation in sync with their current office location
Benefits of Changing the Registered Office
- Strategic Location: Enables a company to move closer to clients or partners.
- Cost Savings: Companies can shift to a more affordable area.
- Business Expansion: Supports the company’s growth by relocating to more advantageous business hubs.
Consequences of Non-compliance
Failing to update the registered office address with the MCA may lead to:
- Penalties: Non-compliance with the prescribed forms and timeline can lead to penalties under the Companies Act.
- Legal Challenges: The company may miss important legal notices and face legal consequences for non-receipt.
Tax Implications
Changing a company’s registered office address does not impact the company's tax structure. However, timely updating of the GST, PAN, and TAN details is crucial to avoid non-compliance penalties.
FAQ
Frequently Asked Questions
These FAQs cover essential details like eligibility, required documents, process steps, and benefits. It helps clarify common queries about setup, compliance, costs, and timelines.
Changing the registered office address is a straightforward process when complying with the Companies Act, 2013 and adhering to MCA guidelines. Proper documentation, timely filing, and post-approval updates are crucial for smooth operations and compliance.