A company’s registered office is its official address that is listed with the Registrar of Companies (ROC) where all formal communications are received. Sometimes, companies want to change this address due to growth, better location, or cost management. There are other steps like board meetings, shareholder approvals, and fillings with the ROC changing address based on whether the move is within the same city, to another city, or to a different city. It is the principal place of business where the company conducts its operations and interacts with stakeholders.

Four Key Scenarios for the Change of Registered Office

The company address can change by way of within the same city, across cities, or even in a different state or region depending on the company’s needs.

• Change of registered office within same city, town, or village local limits
• From one city to another within the same ROC jurisdictions
• From Jurisdiction of one ROC to another within the same state
• Change of registered office from one state to another state

Process of Change of Registered Office within same city, town, or village local limits

• Board Meeting for shifting the registered office within the local limits
• A board resolution must be passed.
• Authorizing company officials to handle e-filling
• Filling out the Registrar of Companies (ROC) form is INC22 within 15 days from the date of the meeting
• A certify True copy of resolution
• Proof of the new registered office address
• Utility Bill not older than two months
• 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 one city to another within the same ROC jurisdiction

When a company wants to change its registered office outside the local limits of any city, town, or village but within the same jurisdiction of the registered office of the company and within the same state, there is the legal compliance and regulatory approval for further following steps:

• Board Meeting for shifting the registered office from one city to another within the same ROC jurisdiction
• Passed a board resolution
• Authorizing company officials to handle e-filling
• Approval of the notice for calling a general meeting of shareholders of the company
• To authorize sending this notice to shareholders, auditors, and directors of the company and dispatch them
• At the time of the general meeting, the shareholders must pass a special resolution for shifting the registered office outside the local limits.
• Filling MGT14 to ROC 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.
• If the company does not own premises, then it must attach a rent agreement, a lease agreement, etc.
• Filling INC22 to ROC within 15 days from the date of passing a special resolution with the approval of shareholders, then the company must file the following documents:

            Certify True copy of board resolution

            Certify True copy of special resolution

            Proof of a new registered office

            Utility Bill not older than 2 months

• 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 ROC but within the same state

There is the legal compliance and regulatory approval for further following steps:

• Board meeting of the board of directors of the company
• Pass a board resolution for approving change from jurisdiction of one ROC to another ROC.
• Authorizing company officials to handle e-filling
• Approval of the notice for calling a general meeting of shareholders of the company
• To authorize sending this notice to shareholders, auditors, and directors of the company and dispatch them
• At the time of the general meeting, the shareholders must pass a special resolution for shifting the registered office outside the local limits.
• Filling MGT14 to ROC 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.
• Take consent from a list of the company creditors and debenture holders.
• Must give state government information and notify the state chief secretary about the proposed shift.
• Give an application to the regional director with the form of INC23 and attach the board resolution, special resolution, minutes of the general meeting, Taking consent of the creditor, KMP and director declare that the company is not defaulting on payment to its directors.
• No prosecution case is pending.
• Acknowledgment copy of intimation sent to the chief secretary
• Regional Director approval within 15 days
• Filling the Regional Director Order in INC28 within 30 days of receiving the order
• Final form file to ROC in INC22 within 60 days of receiving the RD order with attachment of Certify True copy of the board resolution, proof of the new registered office, utility bill, regional director order, rent or lease agreement if premises are leased or rented
• 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.

Change of registered office from one state to another state

The company registered office wants to change from one state to another state that is ensured with legal requirements.

• Convene a board meeting to pass a board resolution for shifting the registered office from one state to another state for altering the Memorandum of Associations.
• Appoint an authorized representative to appear.
• Notice has to be approved and dispatch of the General Meeting Notice
• Finalization of Creditors and Debenture Holders List
• Notice to Creditor and Debenture Holders
• Newspaper Advertisement in English and Vernacular in INC26 Form
• Notice to ROC of the existing state and to other authorities if applicable on companies like SEBI (for listed companies)
• Application to Regional Directors in INC 23 with altered MOA, Minutes of the General Meeting, board resolutions, affidavits, list of creditors and debenture holders, newspaper advertisement, and no objection certificate from creditors
• Order by regional director and pass an order within 60 days if there are objections.
• File MGT14 within 30 days of passing the special resolution, including the altered MOA and general meetings.
• Submit the application to the Regional Director in Form INC-23 and file a copy of the resolution with the ROC in Form GNL-1.
• File the regional order in form INC28 within 30 days.
• Submit INC22 form within 15 days from the date of receiving the order with details of the new registered office 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.