Process of verification of registered office and change of registered office within the same city

Provisions applicable: Section 12 of Companies Act, 2013 read with rules made thereunder

Process of filing of information of notice of registered office after incorporation and changes thereafter:

Basically, the companies act specifies on mandatory registered office address to be notified by the company either at the time of incorporation or within 30 days of its incorporation capable of receiving and acknowledging all communications and notices as may be addressed to it and any change thereto be informed to ROC within 30 days of such change.

In both the instance, the company shall take approval of Directors by majority either in the Board meeting or by circular resolution, as it deems fit.

The address shall be filed in Form INC-22 enclosing following documents:

Address specification Valid proof
Own property of the company The registered document of the title of the premises and

The proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

Rented premises The notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month and

The proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

Premises owned by Director The notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month or

The authorization from the Director along with proof of ownership, to use the premises by the company as its registered office and

The proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

Premises owned by another entity/person The authorization from another entity/person along with proof of ownership, to use the premises by the company as its registered office and

The proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

The key points for professionals be noted while certifying the form:

  • Rental/lease agreement shall be notarized
  • The utility bill must contain the name of the owner/occupant/company
  • CIN of all other companies be mentioned who are using the same address as their registered office.
  • Certified true copy of extracts of Board Resolution

Further, it should be guided that the company shall

(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters in local language and English preferably being commonly used.

(b) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications;

(c) updation of address in all other statutory offices, EPFO, ESI, Income Tax, GST and other valid registrations, in case it differs from correspondence address as informed in the application of incorporation and in case of change in address as well.

Few formats have been prescribed to effect address of registered office:

Format of Board Resolution for Shifting of registered office of the company within local limits:

Notice of registered office of the company

“RESOLVED THAT pursuant to the provisions of section 12 of the Companies Act, 2013 and rules made thereunder and any other provisions applicable, if any, consent of the board of directors of the Company be and is hereby accorded to notify the registered office of the Company as …………………………………………………………… (Address) effective from ……… (Date)

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, ……………………….(Name & DIN), Director of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of E-form INC.22 as return of Change in address of registered office with the Registrar of Companies.”

Shifting of registered office of the company within local limits

“RESOLVED THAT pursuant to the provisions of section 12 of the Companies Act, 2013 and rules made thereunder and any other provisions applicable, if any, consent of the board of directors of the Company be and is hereby accorded to shift the registered office of the Company from …………………………………………………………… (old Address) to …………………………………………………………… (New address) situated within the local limits of the city effective from …………… (Date).

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, ……………………….(Name & DIN), Director of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of E-form INC.22 as return of Change in address of registered office with the Registrar of Companies.”

Format of NOC from individual owner:

To: The concerned ROC

No objection certificate from premises/Entity held in name of Director/other person

I_______________________________, S/D/o ________________________________R/O _____________________________, in a capacity of owner/occupant of the premises situated at, ______________________________________, declare and state as under that I shall have no objection if the company with the name & style of M/s _____________________________ is registered at above stated address.

Signature of Owner of the Premises

Name: ________________________

Enclosure: Utility bill

Format of Board Resolution for no objection from corporate owner

Issue of NOC for use of same premises as the registered office of the company with the name & style of M/s _____________________________

RESOLVED THAT the consent of the Board of Directors be and is hereby accorded for grant of no objection to the use of Company’s premises at …………………………………………… (Address) effective from ……………………. as the registered office of the company with the name & style of M/s _____________________________

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, ………………………. (Name & DIN), Director of the Company be and is hereby authorized to issue the no objection in this regard.”

Format of undertaking from the company

To: The concerned ROC

This is to inform that as on the date of change/notice of registered office of the company, the following is the list of entities which has its registered office same as the registered office of the company:

S.No Name of the Company CIN

Authorised Signatory

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