Compliances for Change in Registered Office of a Company

According to Section 12 of the Companies Act, 2013, a company must establish its registered office within 30 days of incorporation. This office will serve as the official address for receiving communications. The details of the registered office are specified in the Memorandum of Association, and any changes must be reported to the Registrar of Companies. Occasionally, a company may need to change its registered office, following the procedures set by the Ministry of Corporate Affairs.

Types of Change in Registered Office

The registered office of a company can change under several circumstances:

Within the same city
Within the same state and under the same ROC
Within the same state but under a different ROC
From one state to another state

The specific procedures and compliances required depend on the nature of the change, as detailed below.

Change of Registered Office within the Same City

Changing the registered office within the local limits of the same city is the simplest. The company must:

Arrange a Board meeting to pass a resolution for the change.
File Form INC-22 with the Ministry of Corporate Affairs within 30 days of the resolution.

Required documents include an NOC from the property owner, a rent agreement if applicable, and a utility bill as address proof. For further details, explore our document requirements guide.

Change of Registered Office within the Same State and Under the Same ROC

If the office moves outside the local city limits but stays under the same ROC jurisdiction, the process involves:

Organizing a Board meeting to call an Extraordinary General Meeting (EGM).
Passing a special resolution during the EGM for the office change.
Filing Forms INC-22 and MGT-14 with the MCA within 30 days.

Documents required include the special resolution, owner NOC, and address proof. For compliance services, visit our compliance page.

Change of Registered Office within the Same State but Under a Different ROC

When moving from one ROC to another within the same state, the company should:

Conduct a Board meeting and authorize filing Form INC-23 with the Regional Director.
Hold an EGM to pass the special resolution for the change.
Complete all necessary forms including INC-23 and MGT-14.
Notify the existing and new ROCs using Form INC-28 and INC-22, respectively.

Documents such as Board Resolutions, Special Resolutions, and declarations by directors are mandatory. Learn more about name approvals and alterations.

Change of Registered Office from One State to Another

To shift the office across states requires multiple steps:

Organize a Board meeting to discuss the move, alteration of the Memorandum of Association, and call an EGM.
During the EGM, pass a special resolution for the shift and alteration of the MoA.
Apply in Form INC-23 and publish notices in newspapers about the change.

Essential documents include copies of the altered MoA, board resolutions, and the creditors’ list. For detailed steps, review our registration process.

Dealing with Objections:
Should an objection arise, the Central Government may hold a hearing and request an affidavit. Based on the resolution, the application may be approved or rejected.

On receiving confirmation, file INC-22 with the updated address, supporting documents, and obtain the confirmation order. The address must reflect on all official documents thereafter. For pricing details on these procedures, check out our pricing page.

For more information on these processes and other compliance requirements, explore the resources available on our Section 8 Company Registration hub.

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Frequently Asked Questions

Common questions about Compliance for Change in Registered Office of a Company.

A registered office is a mandatory legal requirement for a company, where it can receive all official communications and notices. It serves as the official address of the company and is mentioned in its Memorandum of Association.

The types of changes in a registered office that a company can undertake include: within the same city, within the same state and under the same Registrar of Companies (ROC), within the same state but under a different ROC, and from one state to another state.

To change a registered office within the same city, a company needs to hold a Board meeting, pass a resolution, and file Form INC-22 (Notice for situation or change in situation of registered Office) with the Ministry of Corporate Affairs within 30 days, along with relevant documents.

To change a registered office within the same state but under a different ROC, a company needs to hold a Board meeting, pass a resolution for calling an Extraordinary General Meeting (EGM), obtain approval through a special resolution in the EGM, and file Form INC-23 with the Regional Director, along with other required documents and fees.

To change a registered office from one state to another, a company needs to hold a Board meeting, pass resolutions for changing the office and altering the Memorandum of Association, obtain approval through a special resolution in an EGM, file Form INC-23 with the Regional Director, publish notices in newspapers, send notices to creditors and debenture holders, and obtain confirmation from the Central Government, among other steps.

Publishing notices in newspapers and sending individual notices to creditors and debenture holders is a legal requirement when changing a registered office from one state to another. It ensures transparency and gives stakeholders an opportunity to raise objections, if any.

The Regional Director plays a role in confirming the change of registered office within the same state but under a different ROC, or from one state to another. The Central Government's confirmation is required when changing a registered office from one state to another, after considering any objections raised.

After obtaining confirmation for changing a registered office, a company needs to file Form INC-22 with the Registrar of Companies, along with the confirmation order, a copy of the altered Memorandum of Association, proof of ownership or lease agreement for the new premises, and other relevant documents within the specified time frame.

Once the change in registered office is completed, it is mandatory for the company to update the new address on all its official documents, letterheads, business letters, notices, and publications. This ensures accurate communication and compliance with legal requirements.

Non-compliance with the prescribed procedures for changing a registered office can lead to penalties, fines, or legal consequences for the company and its directors or officers. It is essential to follow the proper procedures and maintain accurate records to avoid any such consequences.