Company Registration - Requirements of Registered Office Address

Registered office of a company is the main office of the Company to which all communication relating to the company is sent by the government departments. The promoters of a company or LLP must declare the registered office of the company during incorporation and maintain certain documents at the registered office. In this article, we review the process for selection and maintenance of a registered office of a company.

Registered Office of a Company

The registered office of a company is a place to which all official communications pertaining to a Company is sent. In addition to a registered office, a company can have an corporate office or administrative office or branch office or factory, etc., However, only the registered office of the Company needs to be registered with the Ministry of Corporate Affairs. All other offices or additional locations can be opened by a company without any intimation to the ROC.

The registered office of the Company will also determine the domicile of the company (State of Incorporation). The state or location in which the registered office of the Company is situated will determine the Registrar of Company (ROC) to which the application for company registration must be made. Any change of address of Registered Office must be notified to the Registrar of Company (ROC) within a specified period.

While registering a new Company, there are Two options to record the Registered Office Address:

1. Temporary Address:

Use an address as Temporary Registered Office for Registration and to file the Permanent Address documents within 30 days of Company Registration.

2. Permanent Address:

Use a Permanent Address for the Company at the time of Registration itself and in this case, there is no filing required after the Registration of the Company.

In both the cases, the address refereed on the registration forms shall be recorded in the Certificate of Registration. Any change in address after the Company Registration will not be reflected on the Certificate of Incorporation.

The registered office address need not necessarily be commercial address to register the Company. It could be residential address of any of the shareholders or directors or any other person.

Registered Office Requirement during Company

Registration based on type of company :

Registered office of company

At the time of incorporation of a Company, it is important to declare the registered office of the Company and submit documentary evidence. Typically, the following documents must be submitted while declaring a registered office of a company during incorporation:

• Electricity Bill / Water Bill / Property Tax Receipt

• No-Objection Certificate (NOC) from Landlord for Registered Office

• Rental or Lease Agreement between Landlord and the Company

It is important to note that the name and address mentioned on the electricity bill / water bill / property tax receipt exactly match the NOC Certificate from Landlord and the Rental Agreement. Further, the registered office of a company cannot be a vacant land or building under construction. However, there is also no requirement for the registered office to be a commercial or industrial property. The registered office of a company can also be a residential property.

In case the company has not decided the registered office of the Company while filing for incorporation, Companies Act, 2013 provides the option for the Company to declare a temporary address. The registered office of the Company must then be declared by filing INC 22 within 15 days of incorporation of the Company.

Registered Office of a LLP

The requirement for registered office of a Limited Liability Partnership (LLP) is very similar to registered office of a company. Therefore, the concepts covered in this article are applicable for a LLP also, with changes to forms to be filed for declaration of registered office of a LLP.

Documents required for Registered Office Address based on type of address available

1. Temporary Address

Being it is an address to be used for 30 days from the date of Incorporation, any document showing the temporary address can be submitted as the proof of address along with a letter of No-Objection from the holder of address proof.

2. Permanent Address

The following document are required to support the Permanent Address at the time of registration or to file permanent address within 30 days of Incorporation.

A. If the Address is owned individuals - Directors / Shareholders / Another Person

· Copy of Electricity Bill of the registered office address premises AND

· No-Objection letter from the Owner of Address (whose name is refereed in the Electricity Bill) to use the address ad Registered office of the Company. If the address in the Electricity Bill is incomplete, additional documents such as Aadhaar Card / Driving Licence / Passport / Voter ID in name of the Owner with complete address of the premises should also be provided.

B. If the Address is owned another Company / LLP

Following document proving the ownership of address and No-Objection for use of address

· Electricity Bill in the name of the owner of the building / address

· Resolution authorizing the use of address as registered office of the company

C. If the Address is owned by a third party and leased to the Virtual /Shared Office Service Provider

Following documents proving the ownership of address and No-Objection for use of address:

· Electricity Bill in the name of the owner of the building / address AND

· Valid Rental / Lease Agreement by the owner of the building favour of Virtual /Shared Office Service Provider with specific powers to sublease / issue NOC letters for use of premise address as Registered office address under Companies Act / LLP Act AND

· No-Objection letter issued by the Virtual /Shared Office Service Provider. If the Virtual /Shared Office Service Provider is a company / LLP, Board Resolution / Power of Attorney delegating the powers to the signatory to issue No-Objection Letter for use of address as registered office of the company.

D. If the Address is rented by the new Company (Only in case of registrations complete with Temporary Address)

If address / premise is rented by the New company after registration, the following documents are required:

· Notarized copy of Rent Agreement

· Copy of Rent paid receipt

· Copy of Electricity Bill or Tax Paid Receipt in the name of the Owner

If the address is already rented by the shareholders / directors of the proposed company, the rental agreement in the name of the shareholders / directors shall not be accepted as the address proof. In such cases, the documents are required as per Para 2.B or 2.C above.

Registered Office Change

Registered Office of the company can be shifted from one place to another in the same state or from one state to another after complying with legal requirements. The company shall affix the name and address of its registered office outside every office or place of business in a prominent position. Also, the name and address of its registered office should be mentioned in its business letters, bills and other official publications

Once the registered office of a Company is declared by filing INC 22, any further changes to the registered office of the Company must be intimated to the ROC. Any change is registered office address within the same area of city or town or village must be notified within fifteen days by filing the appropriate forms. In case of change of registered office of a company, outside the local limits of any city, town or village, then the change of registered office must be approved by a special resolution passed by the Company. If the registered office of a company is to be changed from one jurisdiction of a ROC to another jurisdiction, then the change in registered office must be approved by the Regional Director of ROC.

Change in location of Registered office

Shifting of registered office from one place to another within same city/town/village

To implement the change, the board of directors shall pass a resolution and an intimation of change shall be submitted to the ROC in e-Form INC 22 within 30 days of such change. Shifting of registered office to a place outside the local limits, but within the same state under the jurisdiction of the same Registrar

To implement the change the company shall perform the following steps

• Seek approval of the Board of directors and fix a date, venue and time for holding a general meeting to obtain the approval of the members. The notice of such general meeting shall also approved by the Board before sending it to the members. In case of listed companies, the company shall send six copies of the notice sent to members for a general meeting to the stock exchanges where the shares of the company are listed.

• Hold the general meeting and get approval of the members by passing a special resolution

• File certified copy of the special resolution along with the explanatory statement with the ROC in the e-Form MGT-14 along with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014 within 30 days from the date of meeting

• File notice of change of situation of registered office in e-form INC 22 within 30 days from the date of change

• Give intimation of change in location of registered office to all the concerned departments and make necessary corrections in the name board, letterhead and records of the company

Shifting of registered office from the jurisdiction of one RoC to another RoC in the same state?

To implement the change the company shall perform the following steps:

• Seek approval of the Board of directors and fix a date, venue and time for holding a general meeting to obtain the approval of the members. The notice of such general meeting shall also be approved by the Board before sending it to the member. In case of listed companies, the company shall send six copies of the notice sent to members for a general meeting to the stock exchanges where the shares of the company are listed

• Hold the general meeting and get approval of the members by passing a special resolution subject to confirmation by the Regional Director of the Ministry of Corporate Affairs. In case of listed companies, the special resolution should be passed by postal ballot process

• At least 30 days before filing any application with the Regional Director for the change of registered office, the company shall publish a notice, in a daily newspaper published in English and the regional language of the district in which the registered office is situated, indicating the matter of application and inviting objections with the proposed alteration

• In case no objection is received by the Regional Director within 21 days from the date of publication of notice, the person concerned shall be deemed to have given his consent

• Shifting registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act

• File certified copy of the special resolution along with the explanatory statement with the ROC in the e-Form MGT-14 along with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014 within 30 days from the date of meeting

• File an application in e-form INC-23 for obtaining confirmation of the Regional Director with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014

• File notice of change of situation of registered office in e-form INC-22 within 30 days from the date of change, along with the copy of the order issued by the Regional Director

• File a certified copy of the confirmation order obtained from the Regional Director to the RoC in e-Form INC-28 with the prescribed filing fee within 30 days from the date of communication of order

• RoC shall certify the form in Form INC-25 within 15 days from the date of filing of the order.

• Give intimation of change in location of registered office to all the concerned departments and make necessary corrections in the name board, letterhead and records of the company

Shifting of registered office to another State or Union Territory

To implement the change the company shall perform the following steps:

• Seek approval of the Board of directors and fix a date, venue and time for holding a general meeting to obtain the approval of the members. The notice of such general meeting shall also be approved by the Board before sending it to the member. In case of listed companies, the company shall send six copies of the notice sent to members for a general meeting to the stock exchanges where the shares of the company are list

• Hold the general meeting and get approval of the members by passing a special resolution subject to confirmation by the Central Government. In case of listed companies, the special resolution should be passed by postal ballot process

• File certified copy of the special resolution along with the explanatory statement and the altered copy of the Memorandum of Association with the ROC in the e-Form MGT-14 along with the prescribed filing fee as per the Companies (Registration Offices and Fees) Rules, 2014 within 30 days from the date of meeting

• Authorize several directors or company secretary to take steps to move an application / petition to the Central Government in the e-form INC-23 and appoint an advocate to assist the proceedings.

Confusion in the process of registering a company or finding the registrar's office?

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