If you are running a private limited company and have thought of changing the registered office address within the local limits of the city, town or village, you can do so by complying the requirements of the Companies Act, 2013. In easy language, changing the registered office of a company within the local limits of the same city, town, or village is one of the most common things for a company as team size changes and to reflect the correct address on the MCA Website, it becomes a secretarial task for businesses in India. The Companies Act, 2013 provides a clear framework for this process, ensuring legal compliance. In this GrowthX guide, CA Manish Mishra will you through all the legal provisions, procedures, necessary documentation, and FAQs about changing the registered office within local limits, including all relevant sections and rules under the Companies Act, 2013.

Legal Provisions

Under the Companies Act, 2013, every company is required to have a registered office where official documents and statutory communications are sent. The registered office also determines the jurisdiction for filing official company documents with the Registrar of Companies (ROC) and legal notices. You can find the registered office of the company on the MCA Master Data in V3.

The relevant sections and rules governing the registered office include:

• Section 12: Specifies the requirement for companies to have a registered office and the procedure for any change in the address.
• Rule 27 of the Companies (Incorporation) Rules, 2014: Provides the guidelines for notifying the ROC of a change in the registered office.
• Form INC-22: The prescribed form must be submitted to the ROC for changing the registered office.

The process of changing the registered office within the local limits of the same city, town, or village is simpler compared to moving to another city or state. However, companies must still adhere to the legal process and ensure timely filings to avoid penalties.

Sections and Rules Under the Companies Act, 2013

Here’s a breakdown of the key sections and rules related to changing a registered office within local limits:

Section 12 of the Companies Act, 2013 – Registered Office of a Company

This section outlines:

• The obligation for every company to have a registered office within 30 days of incorporation.
• A requirement to file Form INC-22 within 30 days of the change of the registered office.
• The need to display the company’s name and registered office address on the outside of every office, including on company letterheads, invoices, and other official documents.

Rule 27 of the Companies (Incorporation) Rules, 2014

This rule provides guidance on the procedure for notifying the ROC when a company changes its registered office. According to Rule 27:

• Companies must file Form INC-22 with the ROC along with the necessary documentation.
• The change of address must be updated within 30 days of the resolution passed by the Board of Directors.

Form INC-22

This is the form that must be filed with the ROC when a company changes its registered office. It must include:

• The new address of the registered office.
• A certified copy of the Board Resolution approving the change.
• Proof of the new address (such as a utility bill or lease agreement).
• Any necessary approval from the property owner (in the form of a No Objection Certificate).

Documents Required

Before initiating the process of changing the registered office, companies must ensure they have the following documents ready:

1. Board Resolution: A copy of the Board Resolution approving the change in the registered office address. This resolution must be passed in a duly convened Board meeting.

2. Form INC-22: The prescribed form to notify the ROC about the change of address, is filed electronically.

3. Proof of New Address: This can include:

   • A utility bill (electricity, telephone, mobile or gas bill) not older than two months.
   • A rental agreement or lease deed, if the company is renting the premises.
   • A No Objection Certificate (NOC) from the property owner if the office space is not owned by the company.

4. Minutes of the Board Meeting: The minutes of the meeting where the decision to change the registered office was made. This serves as an internal record of the decision.

5. Proof of Authorization: A document authorizing a director or company secretary to submit the necessary forms on behalf of the company.

Legal Procedure

Here is the step-by-step procedure to change the registered office within local limits, as per the Companies Act, 2013:

1. Hold a Board Meeting

The company must convene a Board meeting to discuss and approve the change in the registered office. This meeting must be called with proper notice to all directors.

• A Board Resolution is passed during this meeting, approving the change in the office address within the local limits.
• The Board also authorizes a director or company secretary to handle the filing of necessary forms with the ROC.

2. File Form INC-22

After the Board Resolution is passed, the next step is to file Form INC-22 with the Registrar of Companies (ROC). This form must be filed within 30 days of passing the resolution.

The following documents must be attached to Form INC-22:

• The certified copy of the Board Resolution.
• Proof of the new registered office address (utility bill, lease agreement, or NOC from the property owner).
• The filing fees are as prescribed for Form INC-22.

Section 12(4) of the Companies Act requires the company to inform the ROC of any change in the registered office within 30 days of the decision being made.

3. Update Statutory Documents and Records

Once the ROC processes the form and approves the change, the company must update all statutory records and documents with the new address. This includes:

• The company’s nameplate or signage displayed at the registered office.
• Company letterheads, invoices, and other official communications.
• Updates to any statutory registers maintained by the company, such as the register of charges.

4. Communicate the Change

The company must notify its stakeholders about the new registered office address. This includes:

• Clients and customers.
• Banks and financial institutions.
• Employees, contractors, and vendors.
• Relevant government authorities or regulators, if applicable.

Features

Key features of changing the registered office within local limits include:

1. Board Resolution: Only a resolution from the Board of Directors is required, unlike moving the office outside local limits, which may require special resolutions or regulatory approvals.

2. Simple Filing Process: Filing Form INC-22 online with the ROC is a relatively simple process. The required documents are few, and approvals are generally quick.

3. No Shareholder or Regulatory Approval: Since the change is within local limits, no approval from shareholders or regulatory bodies is needed.

4. Compliance with Display Rules: Once the change is made, the company must update its registered office address on all letterheads, official documents, and signboards as required by Section 12(3).

Penalties for Non-Compliance

If the company fails to inform the ROC of the change in the registered office within the stipulated 30-day period, it can face penalties under Section 12(8) of the Companies Act, 2013. The penalties for non-compliance are as follows:

• Company: A fine of up to ₹1,000 for each day of default, subject to a maximum of ₹1,00,000.
• Officer in Default: Every officer in default can be fined up to ₹5,000 for each day of default.

Frequently Asked Questions

1. Can the registered office be changed without holding a Board Meeting?

No, a Board meeting must be held, and a resolution passed for the change of registered office, even when the change is within local limits. The resolution provides legal authority for the change and filing with the ROC.

2. How long does it take to complete the process of changing the registered office within local limits?

The process is usually completed within a week provided all documents are submitted correctly and the ROC approves the filing without delay. Contact GenZCFO for a consultation.

3. Is there a need to notify shareholders of the change in the registered office within local limits?

No, shareholder approval is not required for changing the registered office within local limits. Only a Board Resolution is necessary.

4. What is the consequence of not updating the registered office address with the ROC?

Failure to update the registered office address with the ROC can lead to fines and penalties under Section 12(8) of the Companies Act, 2013.

5. Can I use a residential address as the registered office of a company?

Yes, companies can use a residential address as their registered office, provided the address is appropriately documented, and necessary approvals (such as a No Objection Certificate from the owner) are obtained. Even the Gas Bill is accepted as the registered office proof.

GenZCFO Advice

Changing the registered office within local limits is a straightforward process under the Companies Act, 2013. The company must ensure compliance with Section 12 of the Act and Rule 27 of the Companies (Incorporation) Rules, 2014 by passing a Board Resolution, filing Form INC-22, and updating statutory records. Timely communication with the ROC and other stakeholders ensures the process is legally compliant, avoiding penalties. GenZCFO can help you by adhering to the procedures outlined in this guide, and companies can smoothly transition their registered office while staying compliant with the law. Contact us today if you need to change the registered office of your company or if you have any questions about the documents and process.