MPVD & Associates is a chartered accountancy firm in Kolkata, where we have been helping entrepreneurs get stable and consistent company incorporation services and stay compliant forever.
We have encountered numerous such businesses that begin at home, grow, and eventually when they can afford it, move to a new office location. The good thing is that In India, businesses don’t have to have a company’s registered office address to get incorporated. They can use their residential address as their company’s registered office address. All they need is an NOC from the owner of the house and some simple documentation, and then they can go on to register the company with the Ministry of Corporate Affairs.
Now, whether you are relocating your office from your home or simply moving your location, as the company owner, you are responsible for informing the Ministry about it. This is a legal requirement under the Companies (Incorporation) Rules, 2014. Office relocation is a significant administrative step and requires careful planning to adhere to legal regulations. This article highlights the company law matters associated with office address relocation in India.
Not all kinds of companies need an office. However, every private limited company must have a registered office. This is not just a space; it also serves as a legal identity for the business, as mentioned in the Articles of Association (AoA) and Memorandum of Association (MoA).
The office address serves as the point of operation where all the official business meetings must be carried out and accounts for the business’s statutory registers for inspection.
All the statutory mail, legal notices, orders, and other legal documents sent by the Income Tax Department, Ministry of Finance, State Government, and other authoritative bodies are addressed to the registered office address.
The Company’s registered office address is important for the following reasons:
Company incorporation as per jurisdictional law
Company tax implications and compliance according to state law
Establish business credibility among investors, partners and customers
Establish legal address and point of communication for Government Authorities
Execute certain business agreements associated with a physical address, such as leases, partnerships, and supplier agreements.
Build transparency for various legal credentials like licencing, permits, and certifications.
The Companies Act of 2013 indicates that all private firms must register an official office address within 15 days of company registration by filing the INC22 form with the MCA. The law also allows businesses to declare a temporary address.
To legally relocate the office, you must register your new office address with the Registrar of Companies (ROC). There are certain guidelines to follow based on where you are looking to shift, either within the same city, or state, and either the same ROC or a different ROC.
Before getting started, consider proper planning and navigating all the Indian corporate laws and legal requirements. Companies need to hold an official board meeting to obtain unanimous and official approval of the board to make the change. Primarily the Companies Act, 2013, and the rules prescribed therein.
The MCA recommends entrepreneurs seek professional legal guidance in the matter, to comply with all the legal norms properly and timely.
You may turn to us at MPVD & Associates with the matter, where we help Indian residents as well as NRIs with a wide range of company law matters consultancy, including office address changes. The Ministry of Corporate Affairs (MCA) has laid out the process for changing corporate addresses in India, based on the nature of the relocation.
Company’s Registered Office Registration Guideline
Office relocation within the same city: Fill out the INC-22 form if you want to change your office address within the same city. It must be completed within 15 days of the Board’s approval. Other document requirements for the submission include a current energy bill as evidence of address, a copy of a lease or rent agreement for the space, and the NOC (No Objection Certificate) from the owner if the office is located on leased/rented land.
Office relocation outside the city: In addition to the board meeting, the firm must hold an Extraordinary General Meeting to adopt the Special Resolution for transferring the registered office. To alter the office address and transfer it to a place beyond the municipal borders of the city/town but under the jurisdiction of the same ROC, the forms MGT-14 and INC-22 must be accompanied by a copy of the Special Resolution. Other important documents must be attached, including a utility bill, an NOC from the owner of the land, a copy of the rent/lease agreement, or an encumbrance certificate if you purchased the place. In the case of a relocation to a different city, and different ROC within the state, the company director must file the Form INC-23 to seek approval from the Regional Director.
Office relocation to a different state: The corporation must hold a Board meeting, adopt a resolution convening an EGM, and change the MOA via a Special Resolution. Forms MGT-14 and INC-23 must be filed within the times specified. Once the Regional Director has authorised the request to move, the firm must register the permission with the ROC in Form INC-22 within sixty days of the date of approval. The Central Government’s consent for a change of office address should be filed in Form INC-28 with the ROCs of both states where the old and new registered offices are located.
There are more steps to follow after getting the ROC’s approval of your new office address. This mostly includes updating the company’s registered office address in PAN and TAN and informing the Income Tax Authority and other Government bodies.
Presenting the receipt of the ROC, the company must publicly declare the change of the company’s registered office address. In India, newspaper advertisements are the fundamental method to do this, but nowadays, companies also need to declare the same via digital media, notably social media and digital company listing portals.
Next up, the company is going to need a new MOA with an updated address. Moreover, any sign plates, official letterheads, invoices, and other branded stationery must be updated. Using invoices with old office addresses might create complications in your accounts.