Change Your Registered Office Address Today!
Under the Companies Act, 2013, every company must establish a registered office within thirty days of incorporation and maintain it throughout its existence, where it will receive all official communications. If a company needs to change this address, it must adhere to specific procedures and compliances outlined in the Act and the Companies (Incorporation) Rules, 2014.
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Basic Plan
+GST
Change within Same ROC & State
- Legal Consultation for Address Change
- Drafting of Rental Agreement
- Filing Form INC-22 for Change of Address
- Electronic Confirmation of Address Change
Standard Plan
+GST
Distinct ROCs within a Single State
- Legal Consultation for Address Change
- Drafting of Special Resolution for Shareholder's Approval (if required)
- Filing Form MGT-14 for Special Resolution (if required)
- Drafting of Rental Agreement
- Filing Form INC-22 for Change of Address
- Electronic Confirmation of Address Change
Premium Plan
+GST
Change outside the state
- Legal Consultation for Address Change
- Drafting of Special Resolution for Shareholder's Approval (if required)
- Filing Form MGT-14 for Special Resolution
- Drafting of Rental Agreement
- Assistance with Newspaper Advertisement
- Filing of Form INC-23
- Filing Form INC-28 for Interstate Address Change (if applicable)
- Electronic Confirmation of Address Change
Overview of Registered Office Address Change
Under the Companies Act, 2013 in India, a company can change its registered office address by adhering to specific procedures. If the change is within the same city, town, or village, the company needs to notify the Registrar of Companies (RoC) within 30 days by submitting Form INC-22. However, if the change involves a move from one city to another within the same state, the company must also pass a special resolution and file both Form MGT-14 for the resolution and Form INC-22 for the address change.
For moving the registered office from one state to another, the company requires approval from the Central Government, which is facilitated through Form INC-23. Additionally, the company must advertise the change in one English and one vernacular language newspaper and notify the state government of the state where the company is originally registered. Once approved, Form INC-28 for confirmation of the change from the Regional Director and Form INC-22 must be filed with the RoC to finalize the address update.
Under the Companies Act, 2013 in India, a company can change its registered office address by adhering to specific procedures. If the change is within the same city, town, or village, the company needs to notify the Registrar of Companies (RoC) within 30 days by submitting Form INC-22. However, if the change involves a move from one city to another within the same state, the company must also pass a special resolution and file both Form MGT-14 for the resolution and Form INC-22 for the address change.
For moving the registered office from one state to another, the company requires approval from the Central Government, which is facilitated through Form INC-23. Additionally, the company must advertise the change in one English and one vernacular language newspaper and notify the state government of the state where the company is originally registered. Once approved, Form INC-28 for confirmation of the change from the Regional Director and Form INC-22 must be filed with the RoC to finalize the address update.
Why Change your Registered Office Address?
Changing your registered office address can optimize operational efficiency and legal compliance for various strategic reasons:
Relocation
Privacy Concerns
Professional Image
Compliance
Operational Efficiency
Adaptation to Remote Work Trends
Relocation
Your business has moved to a new location, and you need to update your official records to reflect this change.
Privacy Concerns
If you're using a home address as your registered office and wish to keep your personal address private.
Professional Image
Moving to a prestigious address can enhance your company's professional image and credibility.
Compliance
Ensuring your address is accurate and compliant with local laws and regulations.
Operational Efficiency
An address closer to your suppliers, clients, or employees can streamline operations and reduce costs.
Remote Work Trends
Reflects a shift towards remote working by centralizing official communications at a single, consistent address, even if the workforce is distributed.
Types of Changes in a Registered Office Address
Changes in a company’s registered office address can be categorized into four main types:
Procedure for Changing a Registered Office Address
Changing a company’s registered office address involves a structured legal process, ensuring compliance with regulatory requirements:
Steps for Changing Registered Office Within the Same City, Village, or Town
Board Meeting and Resolution
   Convene a Board Meeting: The company must organize a meeting of its Board of Directors.
   Pass a Board Resolution: During this meeting, a resolution to change the location of the registered office within the same city, village, or town must be passed.
Filing Form INC-22 with ROC
   Form INC-22 must be filed with the Registrar of Companies (ROC) within fifteen days from the date the Board resolution was passed.
Required Documents for Form INC-22
   No Objection Certificate (NOC): An NOC from the landlord is necessary if the office is situated on leased or rented land.
   Lease or Rent Agreement: The lease or rent agreement must be provided for an office located on leased or rented premises.
   Proof of Office Address: Evidence of the office address must be submitted in the form of utility bills (such as water, electricity, gas, or telephone bills) that are    not older than two months.
Compliances for Change of Office within the Same State and ROC
Initial Steps and Resolutions
   Board Meeting and Resolution: The process begins with a Board meeting to pass a resolution for calling an Extraordinary General        Meeting (EGM).
   Extraordinary General Meeting (EGM): At the EGM, a Special Resolution must be passed to authorize the relocation of the registered     office within the same state and under the same ROC jurisdiction.
Filing Requirements
   Form MGT-14: This form, capturing the Special Resolution, should be filed with the Registrar of Companies (ROC) within 30 days of      the EGM.
   Form INC-22: To officially register the new office location, Form INC-22 must be filed with the same ROC, providing details of the new     address.
Pre-application Actions
   Notice to Stakeholders: Although not required by all jurisdictions, it’s considered best practice to inform stakeholders, including employees, creditors, and debenture holders, about the office change. This can be done through direct communication or through notice in the company’s official communication channels.
Approval and Post-approval Compliance
   Updating the ROC: Upon filing Form INC-22, the ROC updates the registered office address in its records. No approval from the          Regional Director is necessary when the change is within the same ROC jurisdiction.
   Public Notice: While not a statutory requirement for changes within the same ROC, issuing a public notice of the new address in local    newspapers can be a good practice for transparency.
Documentation for Form INC-22
   Proof of Registered Office: A document proving the new registered office location, such as a rental agreement or ownership             documents, along with utility bills not older than two months.
   Board Resolution: A copy of the Board resolution authorizing the office relocation.
   Special Resolution: The Special Resolution passed at the EGM for changing the registered office address within the same state and      ROC jurisdiction.
Compliances for Change of Office to a Different ROC within the Same State
Initial Steps and Resolutions
   Board Meeting and Resolution: The company initiates the process by holding a Board meeting to pass a resolution for calling an         Extraordinary General Meeting (EGM).
   Extraordinary General Meeting (EGM): At the EGM, the company must pass a Special Resolution to approve the relocation of the registered office to a jurisdiction under a different ROC within the same state.
Filing Requirements
   Form MGT-14: This form, documenting the Special Resolution, needs to be filed with the existing Registrar of Companies (ROC) within 30 days of the EGM.
   Form INC-23: To secure approval for the office shift across ROC jurisdictions within the same state, Form INC-23 must be submitted to the Regional Director.
Pre-application Actions
   Public Notice: A notice must be published at least one month before applying to the Regional Director in a daily English newspaper and in the principal language newspaper of the district where the current registered office is situated.
   Notices to Stakeholders: Individual notices should be sent to each depositor, debenture holder, and creditor, informing them of the proposed office change and inviting them to submit any objections within twenty-one days from the publication of the notice.
Approval and Post-approval Compliance
   Regional Director’s Decision: If no objections are raised, the Regional Director will issue a confirmation notice within thirty days from the application receipt.
   Filing Confirmation with ROC (Form INC-22): Following the Regional Director’s approval, the company must file this confirmation with the new ROC within sixty days using Form INC-22.
Documentation for Form INC-23
   Board Resolution for Office Change: A copy of the resolution passed for changing the registered office.
   Special Resolution: Include the Special Resolution passed at the EGM confirming the office change.
   Declaration by Directors or Key Managerial Personnel: A declaration by two directors or key managerial personnel, authorized by the Board, certifying that the company has paid all its dues to workers and secured creditors’ consent for the office shift.
   Intimation to the Chief Secretary: An acknowledged copy of the intimation made to the Chief Secretary of the state, ensuring that the change in registered office will not adversely affect the employees.
Compliances for Changing the Registered Office from One State to Another
Initial Steps and Resolutions
   Board Meeting and Resolution: The first step involves conducting a Board meeting to pass a resolution for calling an Extraordinary General Meeting (EGM) and proposing alterations to the Memorandum of Association (MOA) through a Special Resolution.
   Extraordinary General Meeting (EGM): During the EGM, the company must pass a Special Resolution to authorize the change of the registered office from one state to another and to alter the MOA accordingly.
Filing Requirements
   Form MGT-14: This form must be filed with the Registrar of Companies (ROC) within thirty days of passing the Special Resolution. It serves to document the change of the registered office and the alteration of the MOA.
   Form INC-23: To obtain approval from the Central Government for the office shift and MOA alteration, Form INC-23 must be submitted to the Regional Director.
Pre-application Actions
   Public Notice: At least one month before applying to the Regional Director, the company must publish a notice in a daily English newspaper and in the principal language newspaper of the district where the registered office is located. This notice announces the change of office.
   Notices to Stakeholders: Individual notices must be served on each depositor, debenture holder, and creditor, informing them of the MOA alteration proposal and allowing them to express any opposition within twenty-one days from the notice’s publication.
Approval and Post-approval Compliance
   Central Government Decision: If there are no objections, the application for changing the registered office will be processed by the Central Government within sixty days.
   Filing Approval with ROC (Form INC-22): Following approval from the Regional Director, the company must file this approval with the ROC within sixty days using Form INC-22.
   Filing Government Approval (Form INC-28): The Central Government’s approval for the office change must be filed using Form INC-28 with the ROCs of both the states involved.
Documentation for Form INC-23
   MOA Alterations: A copy of the MOA with the proposed alterations must be included.
   EGM Minutes: Include a copy of the minutes from the EGM where the alteration of the MOA was authorized.
   Board Resolution or Legal Authorization: A copy of the Board resolution or a legally executed Vakalatnama or Power of Attorney, as applicable, should be attached.
   List of Creditors and Debenture Holders: Provide a detailed list of all debenture holders and creditors, specifying the amounts due to each.
   Declarations:
  A declaration by at least two directors and the Company Secretary confirming the completeness and accuracy of the creditors’ list and that no additional debts beyond those listed are owed.
A declaration ensuring that no employee will be laid off as a result of the office change.
