How to Change Company's Registered Office

About

A registered office of a company is a location where all the Legal and government communication related to business is held. It acts as the official address of the company recorded with the Registrar of Companies (RoC), India, where all communications are sent. While going for company registration , it is mandatory to declare the registered office of the company and to submit the relevant documents as proof. However, the Companies Act, 2013 also provides the option for the company to declare a temporary address in case the company has not decided the registered office while filing for company registration.

The company may also have a corporate office, sub branch, factory site, or administrative office in addition to a registered office. However, the registered office of a company in India must be registered with the Ministry of Corporate Affairs (MCA), the other branches and offices can be opened by a company itself without any prior communication with the RoC.

Types of changes in a registered office

The registered office of the firm having its company registration done in India determines the permanent location of the company (state of Incorporation). But, at times, a company may decide to change its registered office  from one place to another in India, in order to seek more growth and business expansion or in case of matters related to resources, public demand, government policies, or better management. In this case, the RoC must be notified within 15 days.

By law, the procedures and formalities for changing the address vary depending on where the company is shifting its address. In this matter, the MCA has provided a specific procedure to change the address which is briefly described below.

➟ Change of address within the same city

➟ Change of address within the same state and ROC

➟ Change of address to other RoC in the same state

➟ Change of address from one state to another.

Change of address within the same city 

It is the easiest of all processes of changing the registered office address.

In this case, the company should hold a board meeting and pass a board resolution for changing the registered office. Then form INC-22 shall be filed with MCA by the company within 30 days of the date of the board resolution.

Documents to be attached - Board Resolution, Utility bill for business address proof, NoC from owner and rent agreement (in case the place is rented).

Change of address within the same state and ROC

The company has to ask the shareholders for their permission if it wants to change the registered office from one city to another in the same state and ROC. The process is as described.

A company should hold a board meeting and pass a resolution to call the extraordinary general meeting. The registered office can be changed by passing a Special resolution in the Extraordinary General Meeting. LAstly, form INC-22 and MGT-14 has to be filed with MCA by the company within 30 days of the date of the resolution.

Documents to be attached - Special Resolution, Utility bill for business address proof, NOC from owner and rent agreement (in case the place is rented).

Change of address in the same state but in different ROC

There are 2 RoCs in large states like Maharashtra and Tamil Nadu.  Hence, it may happen that the registered office of the company is shifted within the state but the ROC changes. There is a different procedure for implementing such a change.

At first, a Board meeting is held and the resolutions are passed to consider the proposal of shifting the registered office of the company outside the local limits of the City, Town or Village where it is presently situated to the jurisdiction of another Registrar of Companies but within the same State.

Then the Extra-Ordinary General Meeting is to be held and the special resolution must be passed for shifting of the registered office of the company and file the resolution along with MGT-14 with MCA within 30 days. Then an application for shifting the registered office to Regional Director along with the relevant documents is to be filed.  The confirmation received from the Regional Director has to be filed to both the ROC within 30 days from the date of the order. Lastly, the company has to file form INC-22 to ROC for shifting of office within 30 days from the receipt of the confirmation with all required documents.

Change of address from one state to another.

The procedure is somewhat analike to others in cases when the registered office is shifted from one state to another. Further, the MOA of the company is to be altered because the state of the registered office changes.

Firstly, like in the previous case, the company should hold a board meeting and pass a resolution to call the extraordinary general meeting. The registered office can be changed by passing a Special resolution in Extraordinary General Meeting for shifting of office as well as for alteration of MOA and file the resolution MGT-14 with MCA within 30 days.

Then, the company shall publish an advertisement of shifting of office not more than 30 days before the date of application to Regional director. It must be published in at least one  vernacular newspaper and in an English newspaper. Further, the company shall also send notice to the creditor and debenture holder (if any) and to any other regulatory body as applicable to the company.

Then an application for shifting the registered office to Regional Director along with the relevant documents is to be filed. If the company does not receive any objection then the order will be passed smoothly. If any objection is received then there will be a hearing with the central government and necessary order will be passed.

The confirmation received from the Regional Director has to be filed to both the ROC within 30 days from the date of the order. Lastly, company has to file form INC-22 to ROC for shifting of office within 30 days from the receipt of the confirmation with all required documents.