Change in Registered Office of a Company

Registered office is a place where a company can receive all communications and notices. The Registered office needs to be mentioned in the situation clause of the Memorandum of Association. You need to give the detailed address of the registered office of the company to Registrar of Companies. The Ministry of Corporate Affairs lays out the procedure for changing a registered office.

The change of registered office may be one of the following reasons:

• Change of address within the same City
• Change of address Within the same state but within the jurisdiction of same ROC
• Change of address Within the same state but under the jurisdiction of other ROC
• Change of address from one state to another

The Procedure to be followed by the company changing its registered address would depend on the above-mentioned category in which the change actually falls.

Change of address within the same City

Registering a new location is as simple as following these steps:

• The company needs to have a board meeting for passing a Board resolution for changing the Registered Office.
• The company needs to inform the Ministry of Corporate Affairs about it through Form INC-22. This form has to be filed within 30 days of the Board resolution. A NOC from the owner of the property, as well as a utility bill is required to be attached within the form

Change of address Within the same state but within the jurisdiction of same ROC

Listed are the steps involved in moving a company’s office to under the jurisdiction of same ROC.

• The Company has to call a Board meeting and pass a resolution for date and agenda for an Extraordinary General Meeting (EGM).
• To move the company, a special legal resolution must be passed in the EGM.
• Forms INC-22 and MGT-14 must be filed with the MCA within 30 days of a special resolution at EGM. Attaching copies of the Special Resolution, NOC from the owner, Utility bill and rent agreement, if rented.

Change of address Within the same state but under the jurisdiction of other ROC

The following is the process for changing the registered office of Company to another ROC within the same state:

• To call for an EGM, the Board must convene a meeting and pass a resolution.
• A director or the secretary of the company should be authorised in the board’s meeting to make an application in Form INC-23.
• A special resolution must be passed in the AGM for changing the registered office of a company.
• Notice of EGM and Certified true copy of Special resolution must be filed through Form MGT-14 within 30 days of passing the special resolution.
• To change the office of a company, an application in e-Form INC-23 will have to be filed with the regional director. Along with the application, supporting documentation will be required:
  • Board Resolution Change in Registered Office of a Company
  • Special Resolution by the members of the company confirming the change in the Registered Office
  • The company and its directors should provide a declaration stating that the company hasn’t defaulted on in paying dues to its workmen and either its creditors’ consent for shifting the office or necessary provision for payment has been made by it.
  • Intimation and Acknowledgement to the Chief Secretary of the State stating that the changes will not affect the employees, who are part of the company on account of change in Registered office address of the Company.
• After receiving confirmation from the Regional Director, a Registrar needs to be notified within 30 days. This notification is done with an e-Form called INC-22.

Change of address from one state to another

This is the process of changing a company’s registered address from one state to another:

• To call for an EGM, the Board must convene a meeting and pass a resolution for change in the address and respective change in the MOA of the Company.
• A director or the secretary of the company should be authorised in the board’s meeting to make an application in Form INC-23.
• A special resolution must be passed in the AGM for changing the registered office of a company from one state to another and altering the MOA of the company.
• Notice of EGM and Certified true copy of Special resolution must be filed through Form MGT-14 within 30 days of passing the special resolution.
• Publishing an ad in the newspaper of a vernacular language used in the district and in an English newspaper that is most widely circulated in that district.
• Notification of change in registered office sent to shareholders and creditors via registered post.
• To change the office of a company, an application In e-Form INC-23 will have to be filed with the regional director. Along with the application, supporting documentation will be required:
  • Copy of MoA with the proposed alterations.
  • copy of Board Resolution
  • a list of all the creditors and debenture holders that states how much they are owed.
  • A declaration signed by the Company Secretary and at least two directors (one being Managing director) stating that the list of creditors is complete, and they owe no other amount to anyone else. The company acknowledges that there will be no layoffs because of the change in registered office.
• Application with all the attachments shall be made to the Registrar and the Chief Secretary along with the advertisement published in the newspaper, notice sent to debenture holders, and objections to counter responses.
• In case no objection is received, there is no requirement of hearing from the Central Government. The application will be filed, and the order of confirmation or rejection shall be passed within 15 days.
• On receipt of confirmation, the same has to be filed with the Registrar within 30 days in e-form INC-22. The following documents shall be attached with the along with the confirmation order.