The register office of the Company is a principal address/place in the record of Registrar of Companies (ROC). As per Section 12 of the Companies Act it is mandatory for every company to have register office at the time of Company incorporation or within 30 days from date of incorporation. It must be physical office capable for receiving all letters, notices and correspondences sent by the government departments, banks, investors and the public.
Purpose of Register office
A Company must have register office for:
- Holding annual general meeting/extra ordinary general meeting.
- Determining jurisdiction of Court and ROC.
- Maintaining all statutory records of company.
- To serve all letters, notice and correspondence to the company.
Documents Requirement during Company Registration for Register Office
At the time of Company incorporation following documents require are require to declare register office of the Company:
- 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.
However if Company has not decided its register office at the time of incorporation then it may provide alternative address and must declare its register office within 30 days of incorporation by filling e-form INC-22.
Registered Office Change
The Company may shift it register office from one place to another by following the procedure as prescribed in the Companies Act and Rules made there under. Documentation and process depends upon nature of change. There are four possible scenarios while dealing with the change of the registered address of the company.
- Change within Local limit of City
- Once city to Another within Same Roc
- From jurisdiction of One ROC to Another
- From one state to another state
Change in the office within the same city
The process to change the registered office address within the same city is simplest one.
- A company has to convene a board meeting and pass a board resolution to change the registered office.
- File INC-22 to ROC within 30 days from the date of the board resolution along with necessary documents.
Change in the registered office within the same state and Registrar of Companies ROC
If a company wants to shift registered office from one city to another within the same state and ROC, then permission of shareholder is require by passing Special Resolution. The process is as under.
- Conduct board meeting and pass a resolution to call the extraordinary general meeting of shareholders.
- Pass Special Resolution for shifting of Register office of company from one city to another within the same state and ROC.
- Fill e-form INC-22 and MGT-14 with ROC within 30 days of passing the resolution.
- Attached Special Resolution, Utility bill, NOC from owner and rent agreement if the place is rented with the e-form.
Change in register office within the same state but in different Registrar of Companies (ROC)
Certain states in Indian has two registrar of companies such as Maharashtra and Tamil Nadu. Hence, there may be event of shifting of register office within same state but Roc will change. There is a different procedure for implementing such a change.
Changing office from one state to another state
The procedure is somewhat different for shifting register office from one state to another. Further, the MOA of the company is also require to be altered because of change in state.
- Hold a board meeting and pass a resolution to call an extraordinary general meeting of shareholders.
- Pass a Special resolution for shifting of register office and alteration of MOA in EGM and file the resolution MGT-14 to ROC within 30 days.
- Publish an advertisement of shifting of office within 30 days from the date of filing application to Regional Director (RD) in 1 vernacular language and 1 in English language newspaper.
- Company shall also give intimation to the creditor and debenture holder if any and other regulatory body as applicable to the company and to obtain non-objection certificate (NOC).
- If any objection is received then need to undergo hearing with the central government and necessary order will be passed.
- If the company does not receive any objection then the order will be passed without any hearing.
- The company must file order received from RD to both the ROC within 30 days from the date of the order.
- File e-form INC-22 to ROC for shifting of register office within 30 days from the receipt of the confirmation order from RD with the required documents.
Is registered office same as head office?
Register offices is a place where all statutory records of company is maintained whereas head office used to manage operation of all its branch offices, thus registered office and head office of the company may or may not be same.
Can co-working office / virtual office address be registered office of the company?
A Company is require maintaining it registers office under section 12 of the Companies Act 2013, which must be capable of receiving and acknowledging all communications and notices as may be addressed to it. Further, the statutory records of the company also need to be maintained at the registered office address of the company. Hence having a registered office address at co-working space or virtual office address is not acceptable unless that is lockable area.
Can two companies have same registered office?
How to intimate about change of register office to the ROC?
The change in the register office has to be intimate to the registrar of companies by filing e-form INC-22 within 30 days of such change.