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Overview
Change in Registered Office Address
All businesses, including Limited Liability Partnerships (LLPs), are required to have a registered office at the time of registration or within 30 days, as per Section 12 of the Companies Act of 2013. The registered office address serves as the primary business location for a company or LLP. The Ministry of Corporate Affairs (MCA) uses this address to send official correspondence. Consequently, the Registrar of Companies (RoC) or the MCA must be informed of any change to the registered office’s address.
A business may operate from various locations, such as a corporate office, a branch office, or an administrative office. However, the MCA only needs to be notified of the registered office address. There is no legal obligation to inform the RoC or the MCA about the establishment or change of address of any other business offices.
Why is the Registered Office Address Important?
The registered office is a company’s official, legal address. It’s crucial because it’s where all official communication and legal notices are sent by government and regulatory bodies.
This address also determines the company’s legal jurisdiction, and it’s where key statutory records (like books of accounts and registers) must be kept, ensuring legal compliance and public transparency. Maintaining a valid, up-to-date address is essential to avoid penalties.
Documents Required for Change in Registered Office Address
Part 1: Internal and Stakeholder Records
>List of the company’s directors.
>List of the company’s shareholders.
>A list of creditors, officially certified by the company’s auditors.
>A copy of the public notice that was published regarding the change.Part 2: Corporate and Premises-Related Documents
>Copies of the Certificate of Incorporation, Memorandum of Association (MoA), and Articles of Association (AoA).
>The company’s most recent audited financial statements.
>A rent agreement for the new address in the company’s name.
>A utility bill (not more than two months old) to serve as proof of the new premises.
>A No-Objection Certificate (NOC) from the owner of the new premises.Types of Change in Registered Office
Changing a company’s registered office address requires following specific MCA procedures, which vary by the type of move.
>Within the Same City: Pass a board resolution and file Form INC-22 within 30 days, along with address proof.
>To a Different ROC in the Same State: Obtain approval from the Regional Director via Form INC-23.
>To a Different State: This is the most complex process. It requires amending the company’s MOA, getting approval from the Regional Director, publishing public notices, and filing Forms MGT-14 and INC-22.
Why Choose Taxocity?
When you need to change your registered office address, you want a seamless process. At Taxocity, we have a team of top-tier business experts ready to handle all the paperwork for you.
Simply provide our team with the necessary information, and we’ll take care of the rest. You can easily track the progress of your application on our platform, ensuring you’re always in the loop.
We are your comprehensive solution for managing a change in your registered office address. Don’t wait—get in touch with us today.
Rule 27: Notice and Verification of Change of Situation of the Registered Office
As per Rule 27, a company must file Form INC-22 to officially notify authorities of a change in its registered office address. This form, along with all required supporting documents, must be submitted to the Registrar of Companies (ROC) for verification.
Required Documents and Proof of Address:
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Proof of Premises: A rental agreement, lease deed, or a property transfer deed in the company’s name is required. If the property is not owned by the company, a No-Objection Certificate (NOC) from the owner (e.g., landlord or director) must be submitted along with proof of their ownership.
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Utility Bill: A utility bill (such as an electricity, gas, or phone bill) for the new address, which is no older than two months, must be provided as proof of the premises. This bill should also bear the company’s name.
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Company Resolutions: A copy of the board resolution authorizing the address change and a special resolution, if required, must be submitted.
All documents must be verified and submitted with Form INC-22. After the form is successfully filed, the MCA will update the company’s records.
Following the change, the company must also update its new address on all key documents and registrations, including its PAN, TAN, bank accounts, all licenses, and the Memorandum of Association (MoA).
Under the Same ROC
When a company changes its registered office but remains under the jurisdiction of the same Registrar of Companies (ROC), the compliance process is relatively straightforward. The specific requirements depend on whether the move is within the same city or to a different city.
Within the Same City
If a company moves its registered office within the same city, town, or village, the process is simple:
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The company’s Board of Directors must pass a Board Resolution approving the change.
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Form INC-22 must be filed with the ROC within 15 days of the resolution.
To a Different City (Same ROC)
If the new registered office is in a different city but still under the same ROC, additional steps are required:
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The Board of Directors must call for an Extraordinary General Meeting (EGM).
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At the EGM, the company’s shareholders must pass a special resolution to approve the change.
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Both Form INC-22 and Form MGT-14 must be submitted to the ROC within 30 days of the special resolution being passed.
Change of Registered Address Within the Same State
To change a company’s registered office to a new city under a different Registrar of Companies (ROC) within the same state, the following steps must be taken:
1. Passing Resolutions
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The Board of Directors must first pass a resolution to call for an Extraordinary General Meeting (EGM).
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At the EGM, the company’s members must pass a special resolution approving the address change.
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This special resolution, along with Form MGT-14, must be filed with the ROC within 30 days of its passage.
2. Application to the Regional Director
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The company must publish a public notice about the change in a newspaper at least one month before applying to the Regional Director.
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Individual notices must also be sent to all creditors, debenture holders, and depositors, giving them 21 days to raise any objections to the change.
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Following these notifications, the company can then submit its application to the Regional Director using Form INC-23.
3. Filings at the ROC
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If the Regional Director is satisfied with the application, they will issue an order approving the change within 30 days.
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The company must then file this confirmation order with the ROC within 60 days.
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Upon receipt of the order, the ROC will issue its own confirmation within 30 days, officially recognizing the change of address.
Change of Registered Office Out of State
Changing a company’s registered office to a new state is a comprehensive process that requires approval from multiple authorities. It involves amending the Memorandum of Association (MoA).
1. Passing Resolutions
The Board of Directors must first pass a resolution to convene an Extraordinary General Meeting (EGM). At this meeting, a special resolution is required to approve both the change of the registered office and the necessary amendment to the company’s MoA. This special resolution, along with Form MGT-14, must be filed with the ROC within 30 days.
2. Application to the Regional Director
Before applying to the Regional Director, the company must:
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Publish a public notice in a newspaper about the proposed change at least one month in advance.
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Individually notify all debenture holders, creditors, and depositors, giving them 21 days to raise any objections with the Regional Director.
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Following these notifications, the company can submit an application to the Regional Director using Form INC-23.
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The Central Government will issue its confirmation within 60 days if the application is satisfactory.
3. Filings at the ROC
After receiving the Central Government’s approval, the company must:
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File the confirmation order with the ROC of the new state using Form INC-22 within 60 days.
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File the Central Government’s approval with the ROCs of both the old and new states using Form INC-28.
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The ROC of the new state will then issue its own confirmation order, which serves as official proof that the address change has been completed.
Frequently Asked Questions
Find quick answers to the most common questions about our services
What are the rules for shifting of registered office?
The rules for shifting a company’s registered office depend on the location of the move:
Within the Same City: Requires a Board Resolution and filing Form INC-22.
To a Different City (Same State): Requires a Special Resolution from shareholders and filing Forms INC-22 and MGT-14.
To a Different State: This is the most complex process. It requires amending the company’s Memorandum of Association (MoA), getting approval from the Central Government, publishing public notices, and filing multiple forms (MGT-14, INC-23, INC-22, and INC-28).
Can a company have more than one registered office?
No, a company cannot have more than one registered office. Under Indian law, a company is legally required to have only one registered office. This single location serves as the official address where all legal notices and formal communications from government bodies and other stakeholders are received.
While a company can have only one registered office, it is permitted to establish multiple branch offices, corporate offices, or administrative offices in various locations to conduct its business operations. However, these additional offices are not the company’s official legal address.
What is the penalty for non-compliance regarding registered office provisions under the Act?
Failure to comply with registered office provisions under the Companies Act, 2013, can result in significant financial penalties.
A company and its officers may face a penalty of ₹1,000 per day for as long as the default continues, with a maximum fine of ₹1 lakh for the company and another ₹1 lakh for each officer in default. In serious cases, the Registrar of Companies may even initiate action to strike the company’s name off the register.
Can I change my registered office immediately after company incorporation?
Yes, you can change your registered office immediately after company incorporation. However, the change must be compliant with the provisions of the Companies Act, 2013, and requires proper documentation.
Steps for Changing the Address
Board Meeting and Resolution: You must hold a board meeting and pass a Board Resolution to approve the change of address.Filing with ROC: The company is required to submit Form INC-22 to the Registrar of Companies (ROC) to notify them of the change. This form must be filed within 30 days of the resolution being passed.
Required Documents: The filing should include the new address proof (like a rent agreement or utility bill) and a No-Objection Certificate (NOC) from the property owner.
It is important to note that if the company is moving its office to a different city within the same state, a Special Resolution will also be required, which needs to be filed with the ROC using Form MGT-14 along with Form INC-22.
While changing the registered office in another city but the city falls in the same ROC is it necessary to give an ad in the newspaper?
No, it is not mandatory to publish a newspaper advertisement when changing a company’s registered office to a different city that still falls under the jurisdiction of the same Registrar of Companies (ROC).
This requirement applies only to more significant changes, such as shifting the registered office to a different state or when a company is moving to a new ROC’s jurisdiction within the same state. For moves within the same ROC, the primary compliance requirements are to pass the necessary resolutions and file the correct forms with the ROC.
Is permission from the shareholders required to change the address of the registered office?
Whether shareholder permission is required depends on the nature of the address change.
Yes, in some cases: A company must obtain permission from shareholders by passing a Special Resolution at a general meeting if the registered office is being moved to a new city, or to a different state. This is because these changes are considered significant and alter the company’s legal jurisdiction.
No, in other cases: If the registered office is moved to a new building within the same city, permission from shareholders is not required. A Board Resolution passed by the company’s directors is sufficient for this type of change.
What are the circumstances under which a company can change its registered office?
A company can change its registered office address for several key reasons, including:
Operational Convenience: Moving to a location that better suits management or business operations.
Expansion or Downsizing: Relocating to a larger or smaller space to accommodate business growth or contraction.
Strategic Relocation: Shifting to a new city or state to take advantage of a more favorable business environment or to be closer to a specific market.
Change in Jurisdiction: Legally moving the company to a new state, which requires amending its incorporation documents.
How long does it take to change the address of the registered office?
The time to change a registered office address depends on the type of move.
Within the Same City: Typically takes 7-15 days.
Within the Same State (different cities): Takes 30-60 days.
To a Different State: This is the longest process, taking 3 to 6 months due to the requirement of Central Government approval.
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