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

4,499
+GST

Change within Same ROC & State

Standard Plan

11,999
+GST

Distinct ROCs within a Single State

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26,999
+GST

Change outside the state

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.

blank-paper-sheet-with-small-scooter-table
blank-paper-sheet-with-small-scooter-table

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.

How V Smart Auditor Can Help ?

  • Expert Guidance

    Provides professional advice on legal requirements and procedural steps for changing a company's registered office, ensuring compliance with the Companies Act, 2013.

  • Documentation Preparation

    Assist in preparing all necessary documents for the office change process, including Board Resolutions and amendments to the MOA and AOA.

  • Filing of Forms

    Manages the submission of required forms like INC-22 and INC-23 to the Registrar of Companies (ROC), ensuring timely compliance.

  • Notification and Publication

    Handles the legal requirement of publishing the office change in newspapers and notifying stakeholders, ensuring transparency and legal compliance.

  • Liaison with Authorities

    Acts as an intermediary between the company and government authorities, facilitating the approval process for the change in the registered office.

  • Post-Compliance Support

    After the office change, we will be updating the company's official records and documents to reflect the new address across all relevant platforms.

Frequently asked questions

What is a Registered Office?

The registered office serves as the primary location of a business and is designated for all official communications

Can the Address of the Registered Office be Changed?

Yes, a company's registered office can be relocated within the same state or to another state, and this is a legally sanctioned process that can be completed online

How Long Does it Take to Change the Address of the Registered Office?

Typically, it takes 2-4 working days to process the application for changing the registered office address

Which Forms are Required for Changing the Registered Address?

To change the company's address, Form INC 22 and MGT 14 must be filed with the Registrar of Companies (ROC).

Under What Circumstances Can the Company Change the Registered Office Address?

The company can change its address under three circumstances: Changing the company registration within the same village or city, changing within the same state, or relocating from one state to another.

Is Shareholder Permission Required to Change the Registered Office Address?

No, companies relocating within the same village, town, or city limits do not require permission from shareholders or other authorities, but they must inform the ROC by filing Form INC 22.

What is the Penalty for Non-Compliance Regarding Registered Office Provisions?

Failure to comply with the provisions of the Act will result in penalties. The company and individuals in default may be liable for a penalty, not exceeding Rs.1 lakh, at a rate of Rs.1,000 per day of non-compliance.

Is a Registered Office the Same as a Head Office?

Every business has a principal place of business known as the registered office, while a different location, if applicable, may be referred to as the head office. However, the distinction between a registered office and a head office is often minimal and depends on the business's operations.

Can the Registered Office be Changed from a Commercial Address to a Residential Address?

Yes, the registered office can be shifted from a commercial address to a residential one, as it is permissible to maintain the registered office at a residential address

Can the Registered Office be Changed Immediately After Company Incorporation?

Yes, the registered office can be changed at any time after incorporation, following the procedures outlined in the Act.

Is Newspaper Advertisement Required When Changing the Registered Office to Another City within the Same ROC?

No, changing the registered office to another city within the same ROC does not necessitate a newspaper advertisement.