Consultation Services

• Consultation on the process of change in registered office address
• Documentation for Changing the Registered office address
• Filing of relevant forms with the ROC
• Liaisoning between ROC, Regional Director (RD) and other Regulators

How to Change your Registered Office Address in India?

We know that the primary place of business for a Company or LLP (Limited Liability Partnership) is its registered office address. As per Section 12 of the Companies Act, 2013, all businesses including LLPs must have a registered office during or within 30 days of Company Incorporation. A Company in India should have a registered office at all times until it is in existence. The registered office address is cited in MoA (Memorandum of Association) & AoA (Articles of Association). The registered office is the office where the Company gets all the communications & notices sent to it. It’s the official office of the Company where it carries on business. The registered office address needs to be given to RoC. Scroll down to learn how to change your registered office address.

What is the importance of a registered office address?

The registered office address is crucial for a company in India as it serves as the official address where all the official communications & legal notices are sent by the Government authorities, regulatory bodies & other stakeholders. Also, it’s the address where the Company keeps its statutory records such as register, books of accounts & other vital documents.

During Company Incorporation, it is vital to declare the registered office of the Company & to submit the required documents. The full name and the address on the electricity bill, water bill, or property tax receipts should exactly match the NOC (No Objection Certificate) by the landlord & the Rental Agreement. There is no such requirement for the registered office to be an industrial/commercial property. Also, the registered office can’t be vacant land or a building that is under construction. The registered office can also be a residential property. If the Company hasn’t decided the registered office of the Company while filing for Company Incorporation, the Companies Act also provides the option for the Company to declare a temporary address. The registered office should be declared by filing INC-22 within 15 days of Company Incorporation.

Different Ways to Change Your Registered Office Address

1. Change in Registered Office Address with a Different RoC but within the State

If the Company wants to change the registered office from the jurisdiction of one RoC to another, then the Company must apply for the approval of the Regional Director as mentioned in Form INC-23. After the Regional Director approves the change of registered office address, then the confirmation must be filed with the Registrar of Companies within 60 days. Within 30 days of filing, the Registrar of Companies shall confirm the address change of the Company.

2. Address Change in the Same State but Different RoC

In big states like Tamil Nadu & Maharashtra, there are 2 ROC. At times it may happen when the company address is changed, the Registrar of Companies also changes. Hence, there is a different procedure when such changes happen.

3. Change in the Registered Office within the Same City

1. First, the company must arrange a Board Meeting & pass a Resolution regarding the same;
2. The company must file Form INC-22 with the Ministry of Corporate Affairs, and it should be filed within 30 days of passing the Board Resolution;
3. Latest utility bills for address proof of the business or company, NOC from the owner, & the Rental Agreement if the place is rented should be attached.

4. Change of Address in Another State

1. It is important to hold a Board Meeting & pass a resolution to conduct an EGM (Extraordinary General Meeting);
2. A Special Resolution must be passed in the EGM regarding the change of the registered office address and for changing the Memorandum of Association. The resolution must be filed in MGT-14 within 30 days with the Ministry of Corporate Affairs;
3. The Company has to publish an ad for shifting the office no more than 30 days before the date of application to the Regional Director. It must be published in the regional newspaper & in an English Newspaper;
4. The Company should also send a notice to the debenture holders & creditors if there are any other regulatory bodies as applicable to the Company;
5. An application to the Regional Directors must be filed for shifting the registered office along with the documents mentioned;
6. In case an objection is received, then there is a hearing with the Central Government & important orders will be passed. If no objection is received, then the order will be passed without any hearing;
7. The confirmation received from the Regional Director to the Registrar of Companies is to be filed by the Company within 30 days from the order date;
8. Within 30 days it is vital to file Form INC-22 with the Registrar of Companies with the required documents.

The Central Government of India should dispose of the change of the registered office application outside the state within 60 days of the application & before passing the Resolution it should confirm that the change is with the consent of the debenture holder, creditors, etc. The approval by the Central Government shall be filed with the Registrars of both states. The RoC (Registrar of Companies) of the state wherein the new office will be located has to register the same & a new Certificate of Incorporation should be issued.

Documents Required to Change Your Registered Office Address

• Electricity bill or gas bill;
• Possession tax receipt;
• NOC (No Objection Certificate) collected from the owner of the registered office;
• Lease treaty between the firm & the owner.

Ensure that the name & address you have provided in the above documents should be the same as the NOC receipt given by the property owner & it is cited in the Rental Agreement/Treaty. Moreover, a facility or premise under construction can’t be appointed as a position for a registered office of a Company. Though, it’s not expected to proclaim a registered office as an industrial or retail commodity, a residential commodity can also be proclaimed as a registered office of a firm.

Change in Director of a Company – An Overview

Generally, a Company is a legal entity established by a group of individuals to engage in & operate a business entity (commercial or industrial). A Company may be organized in various ways for tax & financial liability purposes depending on the corporate law of its jurisdiction. A Company’s management structure includes a Directors’ position who are key managerial positions in any company. Directors take overall charge of management & operations in a Company. Usually, Directors of a Company are appointed as per the Companies Act, 2013 by the Company’s Shareholders to make sure that the day to day operations of the company are executed in an effective way. Directors of a Company have a fiduciary duty to the Company & its shareholders which means that all the Directors of a Company are responsible for conducting the Company’s Affairs in a way that ensures profitability & boosting the Company’s image & its reputation. Scroll down to check more about change in Director of a Company.

Change in Director – Meaning

The Change in Director of a Company is possible at any time when required. The change of Directors can be either voluntarily or through demand. The demand arises in case there is a requirement of an expert in the Board or due to death/resignation or death of an existing Director.

Services Offered

• Consultation Services
• Documentation Assistance
• Legal Compliance
• Filing and Submission
• Follow-up and Coordination
• Advisory Services

What is the Role of a Company Director?

Generally, a Company acts through 2 bodies of people one is its shareholders & other is its Board of Directors (BoD). The BoD are in charge of the management of the Company; they make the strategic & operational decisions of the Company & are responsible for ensuring that the Company meets its legal obligations. The primary role of a Director is to participate in Board Meetings to enable the board to reach such decisions & ensure that the Company’s obligations are fulfilled. The Directors of a Company are effectively the Company’s Agents, appointed by the Shareholders to manage the Company’s daily affairs. The basic rule is that Directors should act collectively as a Board but generally the board may also delegate certain of its powers to individual Directors/to a committee of the Board.

You may also be an employee or a Shareholder of the Company (or both) & if so, may have additional rights & duties going beyond those purely associated with your Office as a Director. It’s vital that you draw a difference between these separate roles. This guide doesn’t deal with the separate rights & duties which you may also have as an employee or a Shareholder.

Eligibility Criteria to become a Director

• An Individual’s age should be above 21 years & below 70 years;
• The individual shouldn’t be an undischarged insolvent;
• There shouldn’t be any order in force passed by a Court or Tribunal disqualifying the person for the appointment of a Director;
• An individual shouldn’t have been convicted by a court of an offence & sentenced to imprisonment for more than 6 months & a period of 5 years should have elapsed from the expiry of the sentence;
• An individual shouldn’t have applied to be adjudicated as an insolvent;
• There shouldn’t be any order in force passed by a Court or Tribunal disqualifying the individual for Director’s appointment;
• The person must have DIN & DSC;
• An individual shouldn’t have been convicted of the offence dealing with related party transactions under Section 188 at any time during the preceding 5 years;
• The person or an individual shouldn’t be appointed as a Director in more than 19 companies or 9 companies in the case of public companies since the maximum numbers of companies in which a person or an individual can act as a Director is 20 companies or 10 companies in the case of public companies;
• An individual can’t be appointed as a Director if he or she is a Director in the following companies:
  • A Company that has failed to repay the deposits, interest on deposits, failed to redeem any debentures on the due date, pay interest on debentures, or pay the dividend declared for more than 1 year;
  • A Company that hasn’t filed financial statements/annual returns for a continuous period of 3 Financial Years.

Documents Required for Change in Director of a Company

• Latest passport size photos;
• PAN Card;
• Identity & Residence proof;
• DSC & DIN;
• Personal details like mobile number, email id, etc.

Step-by-Step Procedure for Change in Director of a Company

1. Apply for DIN: Before starting the procedure, you need to obtain the DIN of the Director in order to become a Director of a Company.
2. Hold a Board Meeting: It is necessary to hold a Board Meeting for any change of Director in a Company. Whether there is an appointment, removal, resignation of a Director, or a consent from the Board Members is compulsory.
3. Hold a General Meeting: A General Meeting must be held to take consent from the majority of members regarding the Company’s Director change.
4. Filing of Form DIR-12: As per Section 152(5) of the Companies Act, 2013 with Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, this form is required to be filed with the Registrar, within 30 days of appointment of a new Director of a Company.
5. Resignation from the Directorship: A Director can resign from the Company anytime by giving a prior notice to the Company. The Company must intimate to the Registrar of Companies within 30 days from the Resignation Date in Form DIR-12.
6. File Form DIR-11: According to Section 168(1) of the Companies Act, 2013, this form must be filed to the Registrar of Companies for the purpose of intimating the Resigning Director.
7. Hold a Board Meeting: For acceptance of resignation from the existing Director.