Change in Registered office of the company

A registered office is the legally recognised address of a company where all government notices, legal documents, and official correspondence are delivered.

This address appears in the company’s MOA, AOA, and all statutory filings. Any communication sent by the MCA, GST, Income Tax, PF, ESIC, banks, or courts is legally valid if delivered to this address.

Therefore, keeping this address updated is mandatory, and any Change in Registered office of the company must be immediately recorded with the ROC through the prescribed forms.

Change in Registered office of the company Within the Same City / Town / Village

Process of Change in Registered office of the company

The Board approves the change and authorises a director/CS to file forms and collect documents. A Board Resolution is passed which contains the details of the new address.

Documentation Required

• Proof of registered office address (conveyance/lease deed/rent agreement etc. Along with the rent receipts) along with standard noc in case of leased or rented property.
• Copies of the utility bills (not older than two months)
• Photograph of registered office showing external building and inside office also showing therein at least one director/ kmp who has affixed his/her digital signature to this form. (pdf)
• Optional attachment(s) - if any (board resolution)

ROC Filing – INC-22

Form INC-22 must be filed within 15 days of the resolution along with all attachments.

Post-Approval Compliance

Companies must update the address on:

• Letterheads, invoices, challans
• Signboards outside the office
• Website, email signatures
• Statutory registers and company records

Change in Registered office of the company to Another City (Same ROC Jurisdiction)

To change your company's registered office to another city within the same Registrar of Companies (ROC) jurisdiction, you need Board and Member (EGM) approval via a Special Resolution, followed by filing Forms MGT-14 (for the resolution) and INC-22 (for the address change) with the ROC within 30 days.

Step-by-Step Process

Change in Registered office of the company Across ROC Jurisdictions (Same State)

This shift requires involvement of the Regional Director (RD) because the company will now fall under a new ROC.

Filing MGT-14

Resolution + explanatory statement must be filed.

Preparation of Lists

A detailed list of creditors and debenture holders (not older than 1 month).

Intimation to State Authorities

A copy of the proposal is sent to the State Chief Secretary to ensure employee welfare is not affected.

Application to Regional Director – INC-23

Attachments include:

• Resolutions
• Minutes
• Affidavits and declarations
• Proof of new address
• List of creditors
• Copy of intimation sent to state authorities
• Regional Director Approval
• If no objections are raised, approval is granted.

Filing of INC-28 and INC-22

The RD order is filed first, and then the company files for final update of address.

Change in Registered office of the company from One State to Another State (Inter-State Shift)

This is the most comprehensive category involving alterations in the MOA, newspaper advertising, and RD approval.

• The corporation must have a Board meeting and adopt a resolution convening an EGM as well as a Special Resolution to change the MOA.
• The firm must approve a Special Resolution at the EGM to change the registered office from one state to another and to change the company’s MOA.
• Within 30 days of enacting the Special Resolution to modify the registered office and revise the MOA, Form MGT-14 must be filed with the ROC.
• The corporation must submit Form INC-23 to the Regional Director in order to acquire Central Government clearance to move the registered office from one state to another and change the MOA.
• Before submitting the application to the Regional Director for approval, the organization should:
  • Publish a notice of change of office in a daily English newspaper as well as the main language newspaper of the district in which the company’s registered office is located.
  • Serve individual notices on the company’s depositors, debenture holders, and creditors, stating that if their interests are likely to be harmed by the proposed change to the MOA, they must notify the Regional Director of their nature of interest and grounds of opposition within 21 days of the notice’s publication date.
• If no objections are raised, the application for a change in the registered office will be decided by the central government within 60 days.
• After the Regional Director accepts the change, the firm must file a Form INC-22 with the ROC within 60 days of the approval date.
• The Central Government’s permission for a change of office address must be filed in Form INC-28 with the ROCs of both the old and new registered offices in both states.

Alongside Form INC-23, the following papers must be submitted

• A copy of the MOA with suggested changes.
• A copy of the minutes of the EGM meeting authorizing the change to the MOA.
• Copy of the Board resolution or, if applicable, a completed Vakalatnama or Power of Attorney.
• The list of all debenture holders and creditors, together with the amount owed to each of them for claims, obligations, or liabilities.
• A statement signed by at least two directors and the Company Secretary declaring that the list of creditors provided is full and that they owe no other amount than the amount shown in the list.
• A statement that no employees would be laid off as a result of a change in the registered office address.

PROCEDURE

• 1. Send Notice of Board Meeting along with Agenda and notes on Agenda to all the Directors, 7 clear days before the date of board meeting.
• 2. Call And Hold a Board Meeting:

  To consider the proposal for shifting of registered office and pass the resolution.

  • Fix up the date, time, and place of the Extra-Ordinary General Meeting.
  • Approve the notice of Extraordinary General Meeting and calling of General Meeting.
  • Authorize the CS or Director to move an application before RD to alter Clause II of Memorandum of Association within whose jurisdiction the registered office of the company (before change) is situated.
  • The Board shall authorize the Directors severally to see that the consent of the Creditor and debenture holders if any etc. is obtained or that sufficient provisions is made for the discharge of their debts or adequate security is made section 13(5).
• 3. Send Notice Of General Meeting to all members along with Explanatory Statement ,Proxy Form, Route Map and Attendance Slip (21 clear days notice or EGM can be held at shorter period by consent of 95% of shareholders)
• 4. Call and Hold Extra ordinary General Meeting and Pass the Special Resolution approving the shifting subject to the approval of the RD.
• 5. File Form MGT-14 with ROC within 30 days of passing of special resolution with the following attachments:
  • Copy(s) of Special Resolution(s) along with copy of explanatory statement.
  • Altered MOA.
• 6. Publication of Notice in Newspaper at least 30 days before filing form INC 23 n Form No.INC.26, at least once vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district.
• 7. Prepare List of Employees.
• 8. Prepare an Application in and all relevant annexure to be filled with the RD for seeking approval for shifting of the registered office from one state to another.
• 9. Send a copy of the application with complete annexure to the REGISTRAR (ROC) And CHIEF SECRETARY OF THE STATE where the registered office is situated at the time of filing the application and obtain acknowledgment for sending the notice.
• 10. The Original Application U/s 13(4) along with all necessary Annexure for seeking approval of the Central Government(RD) for shifting of Registered office from one State to another .
• 11. Form- INC-23 should be filed along with the fee and the following documents:-
• A copy of MOA and AOA.
• Certified True Copy of Board Resolution.
• 12. The Petition along with the Enclosure should be Serially Numbered. And scanned copy of the petition is filed in Form INC-23, a Hard Copy of the petition is submitted to the Concerned Regional Director Office in form GNL-1.
• 13. After checking of application with Annexures the hearing will take place at the Regional Director office and it should be represented by the company or practicing professional or advocate. The creditors, if any and the representatives of the company may also represent and are heard before making any order.
• 14. The Regional Director will make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.
• 15.

  File e-form INC-28 with ROC along with following Documents:

  Confirmation given by Central Government for change of registered office.

• 16. File e-form INC-22 with ROC along with following Documents:
  • Registered document of the title of the premises of the registered office in the name of the company; or
  • Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
  • Authorization from the owner or authorized occupant of the premises along with proof of Ownership or occupancy authorization, to use the premises by the company as its registered office.
  • Document of connection of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner/document as the case may be which is not older than 2 months.
  • The list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address.
  • NOC from the owner of premises.
  • If the documents are in order, Registrars of both states will approve the forms and registered office change will be updated in register of Registrar and new Certificate of Incorporation will be issued by the Registrar of the State within 30 days, where the company’s registered office is going to be shifted.
• 17. After obtaining certificate of Incorporation, Make alteration in the MOA with respect to the state in every copy of Memorandum. Each stationery, banner, signboard, bills, invoice etc. should show the new address and necessary advice should be sent to shareholders, debenture holders, and other concerned parties. Necessary changes are required to be made in the letter-heads, books, records etc. of the company. The necessary changes are required to be made in PAN, TAN and inform to all the Government departments, banks, customers and others wherever required.