Change Your Registered Office Address!!
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Change in Registered Office Address – An Overview
As per Section 12 of the Companies Act, 2013, every company or LLP must have a registered office either at the time of incorporation or within 30 days of registration. The registered office is considered the official address of the business and serves as the primary point of contact for the Ministry of Corporate Affairs (MCA), where all official communications and notices are sent. Any change in this address must be duly reported to the Registrar of Companies (RoC) or MCA.
While a company may operate from multiple locations such as corporate offices, branch offices, or administrative offices, only the registered office address needs to be notified to the MCA. Changes or updates to other office addresses do not require intimation to the RoC or MCA.
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Compliances for Change in Registered Office of a Company
The compliances for changing a company’s registered office vary depending on whether the move is within the same ROC or under a different ROC.
1. Change of Registered Office Within the Same ROC
If the registered office is shifted within the jurisdiction of the same Registrar of Companies, the compliance requirements are simpler.
(a) Within the Same City, Town, or Village
Pass a Board Resolution approving the change.
File Form INC-22 with the ROC within 15 days of passing the resolution.
(b) Outside the City but Within the Same ROC Jurisdiction
The Board of Directors must pass a resolution to call an Extraordinary General Meeting (EGM).
A Special Resolution must be passed by the shareholders approving the change.
File Form INC-22 and Form MGT-14 with the ROC within 30 days of passing the special resolution.
2. Change of Registered Office Under a Different ROC
When the registered office is shifted from the jurisdiction of one ROC to another (even within the same state), the compliance process becomes more detailed and requires additional approvals.
Types of Change in Registered Office
A company may decide to change its registered office address under different circumstances. However, every such change must follow the prescribed procedure laid down by the Ministry of Corporate Affairs (MCA). Failing to comply can lead to penalties.
Broadly, changes in the registered office address are classified into four categories, each having its own process:
1. Change of Registered Office Within the Same City
Convene a Board Meeting and pass a resolution for the change.
File Form INC-22 with the MCA within 30 days of passing the resolution.
Submit proof of new business address along with a No Objection Certificate (NOC) from the property owner.
2. Change of Registered Office Within the Same State but Under a Different ROC
Applicable in states with multiple ROCs (e.g., Maharashtra, Tamil Nadu).
A different procedure is followed in this case compared to changes within the same city.
3. Change of Registered Office From One ROC to Another Within the Same State
Apply for approval from the Regional Director by filing Form INC-23.
After the board resolution is passed, it must be filed with the ROC within 60 days.
The address change is updated within 30 days of filing the application.
4. Change of Registered Office From One State to Another
This is the most detailed process as it involves amending the company’s Memorandum of Association (MOA).
Steps include:
Hold a Board Meeting and pass the resolution.
Update the MOA with the new address details.
File Form MGT-14 with the MCA within 30 days.
Publish an advertisement about the change in both vernacular and English newspapers at least 30 days before the application date.
Send notices to creditors and stakeholders.
Inform the Regional Director by submitting the required documents.
If objections are raised, a hearing with the Central Government may be scheduled.
Once approval is granted, the ROC updates the registered office address within 30 days of the order.
Finally, file Form INC-22 with the ROC along with the necessary documents.
Change of Registered Office Within the Same State (Different ROC Jurisdictions)
When a company shifts its registered office to another ROC’s jurisdiction within the same state, the following compliances must be followed:
1. Passing of Resolution
The Board of Directors must pass a resolution to convene an Extraordinary General Meeting (EGM).
At the EGM, a Special Resolution must be passed by the shareholders.
The resolution must be filed with the ROC in Form MGT-14 within 30 days of its passing.
2. Application to the Regional Director
At least one month before applying, the company must publish a public notice in newspapers announcing the change of registered office.
Debenture holders, creditors, and depositors must be individually notified within 21 days of receiving the notice, so they can raise objections (if any) with the Regional Director.
After completing the notice requirements, the company must file an application with the Regional Director using Form INC-23.
3. Filings with the ROC
If satisfied, the Regional Director will issue confirmation within 30 days of receiving the application.
The company must then file this confirmation with the ROC within 60 days.
The ROC will issue its own confirmation of the change within 30 days.
The ROC’s order will serve as proof that all legal provisions under the Act have been duly complied with.
Change of Registered Office from One State to Another
When a company decides to shift its registered office to a different state, specific compliances must be followed under the Companies Act. The process involves three main stages:
1. Passing of Resolution
The Board of Directors must pass a resolution to convene an Extraordinary General Meeting (EGM).
At the EGM, a Special Resolution must be passed for the change of registered office and the corresponding amendment in the Memorandum of Association (MOA).
The resolution must be filed with the ROC in Form MGT-14 within 30 days of its passing.
2. Application to the Regional Director
At least one month before applying, the company must publish a public notice in newspapers regarding the proposed change of registered office.
All debenture holders, creditors, and depositors must be individually notified within 21 days of receiving the notice, enabling them to raise objections (if any) before the Regional Director.
The company must then file an application with the Regional Director using Form INC-23.
If satisfied, the Central Government will issue confirmation within 60 days of receiving the application.
3. Filings with the ROC
The company must file the confirmation order with the ROC in Form INC-22 within 60 days.
Approval of the Central Government must also be filed with the ROCs of both states in Form INC-28.
The ROC will then issue confirmation of the registered office change. This serves as official proof of compliance with all provisions of the Act.
Why is the Registered Office Address Important?
The registered office address holds significant importance for any company or business entity as it serves as the official address recognized by government authorities, regulators, and stakeholders. All official communications, notices, and legal documents are sent to this address.
It is also the place where a company is required to maintain its statutory records, including books of accounts, registers, and other essential documents. Additionally, the registered office determines the jurisdiction of the company for regulatory and legal purposes and acts as the address for the service of legal process.
Therefore, maintaining a valid and updated registered office address is vital for ensuring smooth operations, legal compliance, and uninterrupted communication with authorities.
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Frequently Asked Questions…
Why would I need to change my registered office address?
A company may need to shift its registered office for various reasons such as business expansion, cost-saving measures, better accessibility, or relocation to a more strategic location.
Who can avail of the Change of Registered Office Address service?
Any company or LLP registered under the Companies Act can avail of this service, provided they comply with the legal procedures.
What are the legal requirements for changing a registered office address?
The Companies Act, 2013 mandates filing the necessary resolutions and forms with the Registrar of Companies (ROC) and, in certain cases, obtaining approval from the Regional Director or Central Government.
What is the procedure for changing a registered office address?
The process generally involves passing a board resolution, seeking shareholder approval (if required), publishing notices in newspapers (in some cases), and filing the prescribed forms such as INC-22, MGT-14, or INC-23 with the ROC.
Are there any specific timelines or due dates for changing a registered office address?
Yes. Relevant forms must usually be filed with the ROC within 15–30 days of passing the resolution, depending on the type of change.
Can I change my registered office address to a different city or state?
Yes. A company can shift its registered office within the same city, within the same state (under the same or a different ROC), or even to another state, subject to following the applicable procedures.
Do I need to inform my clients, suppliers, and other stakeholders about the change of registered office address?
Yes. It is advisable to notify all stakeholders, including clients, vendors, banks, and statutory authorities, to ensure smooth communication and avoid disruptions.
Will changing my registered office address affect my existing contracts or legal agreements?
No. Your contracts and agreements remain valid, but you should update the new registered address in official records to maintain compliance and clarity.
Can I revert to the old registered office address if needed?
Yes, but you will need to follow the same compliance procedure as required for any change in registered office address.
