Registered Office Change in India
A company’s registered office is its official address listed with the Registrar of Companies (ROC), where all formal communications are received. It is a legal requirement for this address to be mentioned in key company documents such as the Memorandum of Association (MOA) and Articles of Association (AOA). At times, companies may need to change their registered office address due to growth, better location opportunities, or cost management.
At FilingIn, we specialize in guiding companies through the process of changing their registered office address, ensuring compliance with all legal requirements under the Companies Act, 2013. Whether you are moving within the same city, to a new city, or across states, we are here to ensure a seamless and efficient transition.
What is a Registered Office?
The registered office of a company refers to its official address legally recorded with the ROC, where all official communications, legal documents, and notices are sent. This address must be disclosed in the company’s foundational documents such as the MOA and AOA. It serves as the official business address for the company and is the primary location where the company conducts its official operations.
Reasons for Changing Your Registered Office Address:
Companies may consider changing their registered office address for various reasons, including:
- Better Location: A move closer to customers, suppliers, or better transport links.
- Growth & Expansion: After mergers or acquisitions, companies may need to consolidate offices.
- Cost Savings: Relocating to a more affordable area to save on rent, taxes, or operational expenses.
- Market Reach: Expanding operations to a region with access to a broader market.
- Legal Compliance: Sometimes, a company must relocate to meet specific legal or regulatory requirements.
- Brand Image: Moving to a prestigious address to enhance the company’s image among clients and investors.
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Sl. No.
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Document
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Description
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1.
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Board Resolution
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A resolution passed by the Board of Directors approving the change of registered office.
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2.
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Form MGT-14
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This form is required to file the Board Resolution with the Registrar of Companies (RoC).
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3.
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Special Resolution
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If required, a special resolution passed by shareholders for the change of registered office (if the office moves from one state to another).
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4.
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Form INC-22
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To notify the Registrar about the new registered office. Must be filed within 15 days of passing the resolution.
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5.
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Proof of New Address
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A document showing proof of the new registered office address, such as a utility bill (electricity bill, water bill), lease agreement, or sale deed.
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6.
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No Objection Certificate (NOC)
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A NOC from the landlord (if the company is renting the new office space).
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7.
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Updated PAN & GST Details (if applicable)
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Update with the relevant authorities (PAN, GST registration details, etc.), if applicable.
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8.
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Signed consent of the directors
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Directors’ consent to the change, if required.
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Additional Notes:
- Form MGT-14 and INC-22 must be filed with the Registrar of Companies (RoC) to update the address in the records.
- The Board Resolution should clearly mention the new address, the effective date, and the reason for the change.
- If the new registered office is in a different state, you may also need to update the company’s registered office address in other statutory records, such as the GST registration.
We provide expert assistance in the following scenarios:
- Change of Registered Office within the Same City, Town, or Village Local Limits: For this type of address change, the following steps are involved:
- Board of Directors Meeting: Pass a resolution to approve the office relocation and authorize company officials to take necessary actions.
- Filing with ROC: Submit Form INC-22 within 15 days after the board meeting with necessary documents, such as a certified true copy of the board resolution and proof of the new address.
- Updating Company Records: Once approved by ROC, update the registered office address on official documents and communication channels.
- Change from One City to Another within the Same ROC Jurisdiction: In this case, the process includes:
- Board Meeting: Pass a resolution and authorize the necessary actions for the relocation.
- General Meeting: Obtain shareholder approval through a Special Resolution.
- Filing with ROC: File Form MGT-14 and Form INC-22 with ROC, accompanied by relevant documents.
- Updating Records: After ROC approval, update all company records to reflect the new address.
- Change from One ROC Jurisdiction to Another within the Same State: For shifting the registered office from one ROC jurisdiction to another within the same state, the steps include:
- Board Meeting & General Meeting: Pass a Board and Special Resolution for the move.
- Application to the Regional Director (Form INC-23): Submit the application along with the required documents.
- Regional Director’s Approval: Upon receiving approval from the Regional Director, file Form INC-28 and Form INC-22 with ROC.
- Change of Registered Office from One State to Another: This involves a more comprehensive process, including:
- Board Meeting: Pass a resolution for the office shift and amend the MOA.
- General Meeting: Approve the relocation through a Special Resolution.
- Creditors & Debenture Holders List: Notify creditors and obtain no-objection certificates.
- Newspaper Advertisement: Publish a notice in both English and vernacular newspapers.
- Application to Regional Director: Submit an application with relevant documents (Form INC-23).
- Regional Director’s Order: After receiving approval, file the necessary forms and update the company’s official records.
Common Scenarios for Registered Office Change:
Changing a company's registered office can occur under different circumstances, including:
- Change of Registered Office within the Same City, Town, or Village Local Limits
- Change from One City to Another within the Same ROC Jurisdiction
- Change from the Jurisdiction of One ROC to Another within the Same State
- Change of Registered Office from One State to Another
At FilingIn, we make the process of changing your company’s registered office address smooth and hassle-free. With our expertise in legal and regulatory compliance, we ensure that all formalities are properly handled, saving you time and effort. Our dedicated team supports you through each step, from document filing to obtaining approval from the Registrar of Companies (ROC), allowing you to focus on your business growth while we manage the legal intricacies.
Frequently Asked Questions in India
What is a Registered Office?
A registered office is the official address of a company, as registered with the Registrar of Companies (ROC). It is the address where the company receives official communications, legal notices, and government correspondence.
Why would a company change its Registered Office Address?
A company may change its registered office for several reasons, such as:
- To move to a better location with easier access to customers or suppliers.
- Due to cost savings by relocating to an area with lower rent or operational costs.
- To expand operations or consolidate offices after mergers or acquisitions.
- To enhance its image by moving to a more prestigious address.
- To comply with legal or regulatory requirements.
What is the process for changing a Registered Office within the same city?
The process involves:
- Holding a board meeting to pass a resolution for the address change.
- Filing Form INC-22 with the ROC, including a certified copy of the board resolution and proof of the new address.
- Updating company records and communication materials (like letterheads and signboards) to reflect the new address.
How is the process different when moving the Registered Office to another city or state?
For moves to another city or state, the company must:
- Pass a special resolution in a General Meeting.
- File Forms MGT-14 and INC-22 with the ROC.
- In some cases, seek approval from the Regional Director (especially when moving from one ROC jurisdiction to another).
- For moves across states, additional steps like notifying creditors and publishing notices in newspapers are required.
How long does it take to change a Registered Office address?
The process typically takes around 15 to 30 days, depending on the complexity and whether shareholder approval or additional regulatory filings are required.
Is shareholder approval necessary for changing a Registered Office address?
Yes, for certain types of office moves (e.g., when shifting to a different city or state), the company needs to seek shareholder approval via a Special Resolution in a General Meeting.
What documents are needed to change the Registered Office address?
The company will need to provide:
- A certified copy of the board resolution or special resolution.
- Proof of the new office address (e.g., a utility bill or rental agreement).
- If the new office is leased, proof of the company’s right to use the property.
Can the Registered Office address be changed without informing the ROC?
No, it is a legal requirement to notify the Registrar of Companies (ROC) about any changes to the Registered Office address by filing the necessary forms (such as INC-22) within the stipulated time frame.
Can a company change its Registered Office address without changing its business operations?
Yes, the change of address can be done independently of the company’s business operations. It is a purely administrative change and does not necessarily impact the company’s business activities.
How can FilingIn assist with the Registered Office change process?
FilingIn offers comprehensive support for changing your company’s Registered Office address. Our team ensures that all necessary filings, documents, and approvals are handled efficiently, ensuring compliance with the Companies Act, 2013. We simplify the process, saving you time and ensuring a hassle-free transition.
