Change in Registered office

The registered office is the office where the company receives all the communications and notices sent to it. It is the official office of the company where it carries on business. The address of the registered office needs to be given to the Registrar of Companies (‘ROC’).

However, a company may be required to change its registered office. In such a case, the company needs to follow the compliances laid down in the Act and the Companies (Incorporation) Rules, 2014 (‘Rules’). The compliances to be followed by a company in different situations are given below.

Compliances for Change of Office Within the Same City

The compliances for change of registered office of a company within the local limits of the same city, village or town are as follows:

• The company will have to hold a Board meeting and pass a Board resolution for changing the registered office.
• Form INC-22 needs to be filed with the ROC within fifteen days of passing the Board resolution.
• The documents to be attached with Form INC-22 are:
  • NOC (No Objection Certificate) from the owner if the office is situated in leased/rented land.
  • Rent/Lease agreement, if the office is situated in leased/rented land.
  • Proof of evidence of any utility bills having the office address that are not older than two months.

Compliances for Change of Office Outside the City Under the Same ROC

The compliances for change of registered office of a company outside the local limits of the city or town where it is situated but under the jurisdiction of the same ROC are as follows:

• The company needs to conduct a Board meeting and pass a resolution for calling the Extraordinary General Meeting (EGM).
• In the EGM, the company needs to pass a Special Resolution for changing the registered office.
• Form INC-22 and MGT-14 have to be filed with the ROC within 30 days of passing the Special Resolution.
• The documents to be attached with the Forms INC-22 and MGT-14 are:
  • Copy of the Special Resolution.
  • NOC from the property owner, if the office is situated in leased/rented land.
  • Rent/Lease agreement, if the office is situated in leased/rented land.
  • Proof of evidence of any utility bills having the office address that are not older than two months.

Compliances for Change of Office Outside the City but Under Different ROC

The compliances for change of registered office of a company outside the local limits of the city or town where it is situated and from the jurisdiction of one ROC to another ROC within the state are as follows:

• The company needs to conduct a Board meeting and pass a resolution for calling the EGM.
• In the EGM, the company needs to pass a Special Resolution for changing the registered office.
• Form MGT-14 needs to be filed with the ROC within 30 days of passing the Special Resolution.
• The company should file Form INC-23 to the Regional Director for approval to shift its registered office from the jurisdiction of one ROC to another ROC within the state.
• Before one month of filing the application with the Regional Director, the company should:
  • Publish a notice of change of office in a daily English newspaper and in the principal language newspaper of that district.
  • Serve individual notice on each depositor, debenture holder and creditor stating if their interest is likely to be affected.
• If no objection is received, the Regional Director will confirm within thirty days.
• The company shall file the confirmation with the ROC in Form INC-22 within sixty days.
• The documents to be filed with Form INC-23 include:
  • Board resolution for changing the registered office.
  • The Special Resolution passed by the company.
  • A declaration by two directors or KMP that company has not defaulted in dues and has obtained creditors’ consent.
  • An acknowledged copy of intimation made to the Chief Secretary of the state mentioning no employee interest is affected.

Compliances for Change of Office from One State to Another State

The compliances for change of registered office from one state to another state are as follows:

• The company needs to conduct a Board meeting and pass a resolution for calling EGM and alter the MOA through a Special Resolution.
• Form MGT-14 must be filed with the ROC within thirty days of passing the Special Resolution.
• The company should file Form INC-23 to the Regional Director for obtaining approval of the Central Government.
• Before one month of filing the application with the Regional Director, the company should:
  • Publish notice in a daily English and local language newspaper.
  • Serve individual notice to depositors, debenture holders and creditors with a 21-day window to oppose.
• If no objections, the Central Government will approve within sixty days.
• The company must file the approval with the ROC in Form INC-22 within sixty days.
• Approval must also be filed in Form INC-28 with both ROCs (old and new states).
• Documents submitted with Form INC-23:
  • MOA with proposed alterations.
  • Copy of the EGM minutes.
  • Board resolution or Vakalatnama or Power of Attorney.
  • List of debenture holders and creditors with dues.
  • Declaration by two directors and CS confirming the list is complete.
  • Declaration stating no employee will be retrenched due to change.

Compliances After ROC Approval for Change in Registered Office

• The company can issue a general notice in a newspaper to inform members and stakeholders.
• Update the address on MOA, office/buildings, and all visible company signage.
• Substitute old address on all letterheads, invoices, receipts, etc., with the new address.
• Update address with banks and financial institutions.
• Update address with the Income Tax Authority for PAN and TAN.
• Update address with utility providers (telephone, internet, electricity, etc.).
• Update address with government departments (Customs, Excise, GST, etc.).