A company’s registered office is its official address, listed with the Registrar of Companies (ROC), where all formal communications are received. It’s a legal requirement in key company documents like the MOA and AOA. Sometimes, a company might need to change this address due to growth, better location, or cost management. Specific rules in the Companies Act 2013 guide this process. It involves steps like board meetings, shareholder approvals, and filings with the ROC, varying based on whether the move is within the same city, to another city, or a different state.

For companies looking to navigate this change of registered office smoothly, IndiaFilings offers expertise and support, ensuring efficient compliance with all legal requirements.

Ready for a seamless transition of your company’s registered office? Talk to our experts today and ensure a smooth, compliant transition!

Registered Office of a company

A company’s Registered Office refers to the official address legally registered with the Registrar of Companies (ROC) in the jurisdiction where the company is incorporated. This address is where all formal communications, legal documents, and official notices are sent to the company. It is a legal requirement for companies to maintain a registered office, and this address must be disclosed in the company’s foundational documents, such as the Memorandum of Association (MOA) and Articles of Association (AOA).

Company Registered Office Change

As mentioned above, The registered office serves as the central hub for all official communications and notices addressed to the company. It is the principal place of business where the company conducts its operations and interacts with stakeholders.

Circumstances may arise, necessitating a change in the registered office’s location. When such situations occur, the company must adhere to specific protocols and compliances as outlined in the Companies Act, 2013 and further detailed in the Companies (Incorporation) Rules, 2014.

Key Reasons for Changing a Company’s Registered Office Address

Companies might change their registered office address for several straightforward reasons:

• Better Location: Moving closer to customers or suppliers or with better facilities and transport links.
• Growth and Expansion: Following a merger or acquisition, companies might consolidate offices or move to accommodate a growing team.
• Cost Savings: Shifting to an area with lower rent, taxes, or operational costs to save money.
• Market Reach: Relocating to tap into new markets or be closer to a specific customer base.
• Legal Compliance: Sometimes, laws or regulations require a company to be based in a certain area.
• Enhancing Image: Moving to a prestigious area to boost the company’s image and appeal to clients and investors.

Four Key Scenarios – Change of Registered Office

The company address change can occur within the same city, across cities, or even in a different state or region, depending on the company’s needs and strategic decisions. When a company decides for a change of registered office, the process and regulatory requirements can vary significantly based on the nature of the relocation. Here are four common scenarios for changing a company’s registered office, each with its own set of procedural steps:

• Change of Registered Office within Same City , Town, or Village local limits
• From One City to Another Within the Same ROC Jurisdiction
• From Jurisdiction of One ROC to Another Within the Same State
• Change of Registered office from One State to Another State

Company Registered Office Change Within Local Limits of City, Town, or Village

When a company decides for a change of registered office within same city, town, or village local limits, a specific procedure must be followed to ensure compliance with regulatory requirements. Here’s a concise breakdown of the steps involved in the change of registered office within same city:

• Board of Directors Meeting: The initial step involves convening a meeting of the company’s Board of Directors with two main agendas:

• A Board Resolution must be passed to approve shifting the registered office within the local limits.
• Authorising company officials to handle e-filing and undertake necessary actions to implement the resolution.

• Filing with the Registrar of Companies (ROC): Post-meeting, the company must file certain documents with the ROC in form INC-22 within fifteen days from the meeting date. These documents include:

• A certified true copy of the Board Resolution.
• Proof of the new registered office address.
• A recent utility bill (not over two months) as address proof.

If the premises are leased or not owned by the company, documentation proving the company’s right to use the new address must be provided

• Updating Company Records: Following ROC’s approval, the company must update its registered address on all official correspondence and records, including letterheads, banners, signboards, and other relevant documents.

These are the steps are involved in the procedure for change in registered office within same city.

Registered Office Change From One City to Another Within the Same ROC Jurisdiction

When a company plans to move its registered office outside the local limits of any city, town, or village but within the same jurisdiction of the Registrar of Companies (ROC) and the same state, it must follow a detailed procedure to ensure legal compliance and regulatory approval. This process involves several key steps:

• Board of Directors Meeting: The company must first convene a meeting of its Board of Directors to address several important matters:

• To pass a Board Resolution for relocating the registered office beyond local city limits.
• To authorise company officials to undertake necessary actions to implement this resolution.
• Approval of the notice for calling a General Meeting of shareholders is required.
• To authorise sending out the notice of the General Meeting to shareholders, directors, and auditors.

• Notice of General Meeting: The approved notice for the General Meeting must be dispatched to all shareholders, directors, and auditors through post, courier, or email, detailing the agenda to seek approval for the office relocation.
• General Meeting: At the convened General Meeting, the shareholders must pass a Special Resolution to approve shifting the registered office outside the local limits.
• Filing with ROC – Form MGT-14: Within fifteen days of passing the Special Resolution (noting that the Companies Act, 2013 requires filing within thirty days, but for this purpose, it needs to be expedited), the company must file a certified true copy of the Special Resolution, along with an explanatory statement and the notice of the Extraordinary General Meeting (EGM), to the ROC in form MGT-14. The Service Request Number (SRN) of this filing is crucial for subsequent steps.
• Filing with ROC – Form INC-22: Subsequently, within fifteen days of the General Meeting where the shareholder approval was obtained, the company must file the following documents to the ROC in form INC-22:

• A certified true copy of the Board Resolution passed by the Board of Directors.
• A certified true copy of the Special Resolution approved by the shareholders.
• Proof of the new registered office address.
• A recent utility bill (not older than two months) as proof of the new address.

• If the company does not own the premises, documentation confirms the company’s right to use the address.
• Update Company Records: Following the ROC’s approval, the company must update its address on all official documents, including letterheads, banners, signboards, and other relevant records or papers.

Registered Office Change From Jurisdiction of One ROC to Another Within the Same State

Shifting a company’s registered office from the jurisdiction of one Registrar of Companies (ROC) to another within the same state involves a comprehensive procedure to ensure compliance with legal requirements. Here’s a step-by-step guide to navigating this process:

• Board of Directors Meeting: The company must convene a meeting of its Board of Directors to address several key actions:

• Pass a Board Resolution to approve the relocation of the registered office from one ROC jurisdiction to another within the same state.
• Authorise company officials to take the necessary actions to implement this resolution.
• Approve the notice for calling a General Meeting.
• Authorise the dispatch of the General Meeting notice to shareholders, directors, and auditors.
• General Meeting Notice: Dispatch the approved General Meeting notice to all shareholders, directors, and auditors through post, courier, or email.

• General Meeting: Conduct a General Meeting to pass a Special Resolution for the shift of the registered office across ROC jurisdictions.
• Filing with ROC – Form MGT-14: Within thirty days of passing the Special Resolution, file a certified true copy of the resolution, an explanatory statement, and the notice of the General Meeting to the ROC using Form MGT-14.
• Creditor and Debenture Holder Lists: Prepare and, if necessary, obtain consent from a list of the company’s creditors and debenture holders regarding the proposed office relocation.
• State Government Intimation: Notify the state Chief Secretary about the proposed shift, ensuring that the move does not adversely affect the interests of the company’s employees.
• Application to Regional Director – Form INC-23: Submit an application to the Regional Director with the following documents:

• Board and Special Resolutions approving the office shift.
• Minutes of the General Meeting where the shift was approved.
• Key managerial personnel or directors declare that the company is not defaulting on payments to its workers and has the consent of creditors or has made provisions for their payment.
• A declaration that the company does not seek to change the court’s jurisdiction where any prosecution case is pending.
• An acknowledged copy of the intimation was sent to the chief secretary.

• Regional Director’s Approval: The Regional Director will review the application and is expected to pass an order within fifteen days, provided the application is complete in all respects.
• Filing Regional Director’s Order—Form INC-28: File the Regional Director’s approval order with the ROC using form INC-28 within thirty days of receiving the order.
• Final ROC Filing – Form INC-22: Within sixty days of receiving the Regional Director’s order, file form INC-22 with the ROC, including:

• Certified true copies of the Board and Special Resolutions.
• Proof of the new registered office address.
• A recent utility bill as proof of the new address.
• If the premises are leased, evidence that the company can use the address.
• The Regional Director’s order approving the office relocation.

• Update Company Records: Following ROC approval, update the company’s registered address on all official documents, including letterheads, banners, signboards, and other relevant records.

Change of Registered Office from One State to Another State

Relocating a company’s registered office from one state to another involves meticulous steps to ensure compliance with legal requirements. This comprehensive procedure ensures the relevant authorities recognise and approve the change of registered office from one state to another:

Board Meeting

Convene a Board of Directors meeting to pass resolutions for shifting the registered office to another state and altering the Memorandum of Association (MOA).

• Authorise officials to file a petition with the Regional Director for newspaper publication.
• Appoint an Authorized Representative to appear before the Regional Director.
• Approve and authorise the dispatch of the General Meeting notice.

General Meeting Notice

Notices of the General Meeting should be sent to shareholders, directors, and auditors by post, courier, or email.

General Meeting

Hold a general meeting to pass special resolutions for shifting the registered office and altering the MOA.

Finalisation of Creditors and Debenture Holders List

Compile lists of secured and unsecured creditors and debenture holders, including amounts due, not older than one month from the application date, accompanied by a declaration signed by the Company Secretary and at least two Directors.

Notice to Creditors and Debenture Holders

Dispatch individual notices to creditors and debenture holders seeking no objection certificates, sent at least fourteen days before the hearing date.

Newspaper Advertisement

Publish notices regarding the change in registered office from one state to another in both an English and a vernacular newspaper in the district of the existing office, as per form INC-26, at least fourteen days before the hearing.

Notice to Regulatory Bodies

Send copies of the application to the ROC of the existing state, relevant regulatory bodies, the Securities and Exchange Board of India (for listed companies), and the Chief Secretary of the existing state.

Application to Regional Director (Form INC-23)

Submit an application to the Regional Director with many documents, including the altered MOA, minutes of the General Meeting, board resolutions, affidavits, list of creditors and debenture holders, newspaper advertisements, and no objection certificates from creditors, if any.

Order by Regional Director

The Regional Director may pass an order without a hearing if no objections are received within fifteen days or hold a hearing and pass an order within sixty days if there are objections.

E-Filing of Form MGT-14 and Form INC -22

• File form MGT-14 with the ROC within thirty days of passing the special resolutions, including the altered MOA and General Meeting details.
• Submit the application to the Regional Director in form INC-23, and file a copy of this application with the ROC in form GNL-1.
• File the Regional Director’s order in form INC-28 within thirty days of receipt.
• Submit form INC-22 within fifteen days of receiving the order, with details of the new registered office and the order from the Regional Director.

Intimation of Change

Inform various government, non-government, and local authorities about the change in the registered office.

Update Company Records

After ROC approval, update the company’s address on all records, including letterheads, banners, and signboards.