Introduction
Registered office is the official address which is registered with the Registrar of Companies in the jurisdiction where the company is registered and it serves as the designated place for all official communications and notices which can be addressed to the company.
Sometimes, the company needs to change its registered office due to any circumstances and the change can only be done by following the procedure mentioned in the Companies Act, 2013.
Ways of Shifting the Registered Office
The registered office can be shifted in four distinct ways:
- Within the local limits of the City/Town/Village.
- Outside the local limits of City/Town/Village but within the same state.
- From jurisdiction of one ROC to another ROC within the same state.
- From one state to another.
For each scenario, specific procedures must be followed diligently and it is mandatory to inform the Ministry of Corporate Affairs promptly about any changes to the registered office address, by filling the requisite forms.
- Convene a Board Meeting to pass the Board Resolution for the following purposes:
- For shifting the Registered Office of the Company from one place to another within local limits of any City/Town/Village.
- To authorize a director or any other person to file the E-form INC-22 with the Registrar of Companies.
- File E-form INC-22 with the Registrar of Companies within fifteen days of passing of the board resolution with the following documents:
- Certified True Copy of Board Resolution passed by the directors of the company for shifting the registered office.
- Copy of utility bill (Electricity/Water/Gas/Mobile Postpaid).
- NOC of the owner (if the property is rented).
- Change the address mentioned on the letterheads, banners, signboards, other records/papers, etc., of the Company after approval of E-form INC-22.
- Convene a Board Meeting to pass the Board Resolution for the following purposes:
- For shifting the Registered Office of the Company from one place to another outside local limits of any City/Town/Village but within the same state.
- To authorize a director or any other person to file the E-form INC-22 with the Registrar of Companies and to issue notice of the general meeting of members of the company.
- To approve notice of the general meeting for passing the Special Resolution.
- Send Notice of the general meeting to members, directors, and auditors of the company.
- Convene the general meeting and pass the special resolution for shifting the registered office of the Company from one place to another outside local limits of any City/Town/Village but within the same state.
- File E-form MGT-14 for passing of the special resolution.
- File E-form INC-22 with the Registrar of Companies within fifteen days of passing of the special resolution with the following documents:
- Certified True Copy of Board Resolution passed by the directors of the company for shifting the registered office.
- Certified True Copy of Resolution passed by the members of the company for shifting the registered office.
- Copy of utility bill (Electricity/Water/Gas/Mobile Postpaid).
- NOC of the owner (if the property is rented).
- Change the address mentioned on the letterheads, banners, signboards, and other records/papers of the Company after approval of E-form INC-22.
- Convene a Board Meeting to pass the Board Resolution for the following purposes:
- For shifting the Registered Office of the Company from the Jurisdiction of One ROC to another ROC but within the same state.
- To authorize a director or any other person to file the E-form INC-22 with the Registrar of Companies and to issue notice of the general meeting of members of the company.
- To approve notice of the general meeting for passing the Special Resolution.
- Send Notice of the general meeting to members, directors, and auditors of the company.
- Convene the general meeting and pass the special resolution for shifting the registered office of the Company from one place to another outside local limits of any City/Town/Village but within the same state.
- File E-form MGT-14 for passing of the special resolution.
- Prepare list of creditors and obtain consent of all the creditors.
- File an intimation to the Chief Secretary of the state regarding the proposed shifting mentioning that the employees’ interest is not affected due to the proposed shifting.
- File an application to the Regional Director in form INC-23 along with the below-mentioned documents:
- Certified True Copy of Board Resolution passed by the directors of the company for shifting the registered office.
- Certified True Copy of Resolution passed by the members of the company for shifting the registered office.
- Declaration by the Key Managerial Personnel or any two Directors authorized by the Board that the Company has not made any default in payment of dues to its workmen and either has consent of creditors for proposed shifting or has made provision for payment of their dues.
- A declaration signed by the authorized officials that the Company does not seek change in the jurisdiction of the court in which any case for prosecution is pending.
- Acknowledged copy of intimation to the chief secretary mentioned in the point above.
- After receiving the order of the Regional Director, file the same order in E-form INC-28 within thirty days from the date of receiving the order.
- After receiving the approval from the Regional Director, file E-form INC-22 with the Registrar of Companies within sixty days from the date of receiving a certified copy of the order with the following documents:
- Certified True Copy of Board Resolution passed by the directors of the company for shifting the registered office.
- Certified True Copy of Resolution passed by the members of the company for shifting the registered office.
- Copy of Minutes of General Meeting.
- Copy of utility bill (Electricity/Water/Gas/Mobile Postpaid).
- NOC of the owner (if property is rented).
- Copy of order passed by the Regional Director.
- Change the address mentioned on the letterheads, banners, signboards, and other records/papers of the Company after approval of E-form INC-22.
- Convene a Board Meeting to pass the Board Resolution for the following purposes:
- For shifting the Registered Office of the Company from one state to another state.
- To authorize a director or any other person to file the E-form INC-22 with the Registrar of Companies and to issue notice of the general meeting of members of the company.
- To approve notice of the general meeting for passing the Special Resolution.
- To appoint an Authorized Representative to appear before the Regional Director.
- Send Notice of the general meeting to members, directors, and auditors of the company.
- Convene the general meeting and pass the special resolution for shifting the registered office of the Company from one state to another state.
- Prepare list of creditors and list of debenture holders and obtain consent of all the creditors and debenture holders.
- Send notice to Creditors and Debenture Holders for seeking NOC at least fourteen days before the date of hearing.
- Notice regarding shifting of registered office shall be published in English in an English newspaper and in the vernacular language in a vernacular newspaper, having circulation in the district where the existing registered office of the Company is situated in the format specified in INC-26 at least fourteen days before the date of hearing.
- Send Notice to other Regulatory Bodies by registered post with acknowledgment due:
- To ROC of the state where the existing registered office of the Company is situated.
- To the Securities and Exchange Board of India, in the case of a listed Company.
- To the Chief Secretary of the state in which the registered office of the Company is situated at the time of filing the application.
- File an application to the Regional Director in form INC-23 along with the below-mentioned documents:
- Certified True Copy of Board Resolution passed by the directors of the company for shifting the registered office.
- Certified True Copy of Special Resolution passed by the members of the company and minutes of the General Meeting.
- Copy of acknowledgment of service of a copy of the application to ROC and Chief Secretary.
- Affidavit verifying the application.
- Copy of newspaper advertisement.
- Affidavit verifying the publication of the notice.
- List of creditors and debenture holders of the Company providing names and addresses of the creditors along with the nature and the amount.
- Copy of individual notices served to creditors and debenture holders and copy of objections/no objections received from them.
- Proof of dispatch of notice to creditors and debenture holders.
- Affidavit regarding no pendency of inquiry, inspection, investigation, or prosecution against the Company.
- Certified true copy of the latest Audited financial statements of the Company.
- Certified copy of the list of Directors of the Company.
- Certified copy of the shareholding pattern of the Company.
- Memorandum of Appearance or Vakalatnama in Form no. 2.
- File E-form MGT-14 within thirty days of passing of the special resolution with the following attachments:
- Certified true copy of the special resolution(s) along with an explanatory statement.
- Copy of notice of the general meeting.
- Copy of the application along with all the annexures shall be filed to ROC in form GNL-1.
- After receiving the order of the Regional Director, file the same order in E-form INC-28 within thirty days from the date of receiving the order.
- After receiving the approval from the Regional Director, file E-form INC-22 with the Registrar of Companies within sixty days from the date of receiving a certified copy of the order with the following documents:
- Certified True Copy of Board Resolution passed by the directors of the company for shifting the registered office.
- Certified True Copy of Resolution passed by the members of the company for shifting the registered office.
- Copy of Minutes of the General Meeting.
- Copy of utility bill (Electricity/Water/Gas/Mobile Postpaid).
- NOC of the owner (if the property is rented).
- Copy of order passed by the Regional Director.
- Change the address mentioned on the letterheads, banners, signboards, and other records/papers of the Company after approval of E-form INC-22.
FREQUENTLY ASKED QUESTIONS (FAQ's)
What is the registered office of a company?
The registered office is the official address of a company with the Registrar of Companies.
What can be the reason for shifting of registered office?
Reasons include business expansion, cost reduction, legal compliance, closer proximity to customers or suppliers, and strategic relocation.
What is the process to change a company's registered office within the same city?
Convene a Board meeting, pass a resolution, file the change with the ROC in E-form INC 22, and update company records.
What are the documents required to change the registered office address?
Board resolution, proof of the new address, a utility bill, and consent from the premises owner if it's not owned by the company.
What is the process to change the registered office from one city to another within the same state?
Board resolution, a special resolution by shareholders, filing with the ROC (MGT-14 & INC-22), and updating company records.
What is the process to change the registered office from one state to another state?
Board resolution, special resolution, creditor's approval, newspaper advertisement, application to the Regional Director in INC-23, and filings with ROC-INC-28, MGT-14 & INC-22.
