How to change registered office of the company

Companies can change their registered office address by passing a special resolution while altering MOA and filling of Form MGT-14, INC-23 to ROC in case of city or state change otherwise they need to intimate ROC within 15 days by filing INC-22.

What is the significance of a Registered Office?

Every company after its incorporation is legally required to register for an office address within 15 days where all the government notices, agendas and other legal documents and communications are being addressed. Under sec 12 of Companies Act, it's mandatory for the companies to have a registered office to maintain the account books, annual returns, statutory registers all under the same roof. The Companies Act, 2013, requires companies to change its name, as well as the address of its RO outside its every office, or division where the business is carried out.

Under what circumstances can a company change its Registered Office address?

There can be various reason under which a company needs to change the address of its registered office. This change is done either locally or within the same state or to any other state as per sec 12 of companies act. There are different procedures followed for shifting the registered office within different circumstances.

Procedure to follow while changing the Registered Office Address

  • Within the same district

A company changing its office address within the city limits can do it hustle free by filing Form INC-22 to ROC within 15 days of its incorporation to the new address along with the prescribed fees. A change in address, within the same city, requires no special permission from the shareholders of the company or any other authority.

  • Within the same state

A board meeting is called where a special resolution is passed for the approval of the shareholders and other directors intimating the change in the address of the registered office to another city. After the resolution is accepted an approval is required by the regional director as prescribed in Form INC-23, and the ROC needs to be informed within 30 days by filing form INC-22 along with

  1. Copy of the resolution passed in the board meeting
  2. Proof the ownership of land either rented or own lease
  3. Copy of latest utility bills
  • To another state

For an interstate transfer of the registered office, a board meeting is called where a special resolution is passed in the annual general meeting to amend the Memorandum of Articles. After passing the special resolution Form MGT-14 is filed with the ROC within 30 days. Also in case of a change in the state a prior approval from the central government is required by filing Form INC-23 along with

  1. A copy of altered MOA
  2. Copy of the notice of the meeting held
  3. Copy of the resolution passed in the meeting
  4. Copy of minutes of the general meeting
  5. List of all the creditors and debentures
  6. Copy of receipt of payment of fees and other taxes
  7. An affidavit from the directors is required stating that no employee shall be cut back as a consequence of shifting of RO

Thirty days before the hearing, an advertisement is published in at two newspapers specifying the change to be made. One in English and another one in the principal language of the particular state. After receiving the application, the central government will crosscheck with all the creditors, debentures that the change is consensual thereby giving its approval.

The approval needs to be filled with the registrar of both the states ( the earlier and new one), and after receiving the approval, the registrar where the new office is located will issue a new Certificate of Incorporation.

Things to keep in my mind after the transfer

  1. To intimate all the banking institutions and other authorities about the change in address
  2. To amend the company’s PAN no.
  3. To shift statutory registers, account books and records maintained by the company
  4. To change every letterhead, stationery, banner, signboard, bills, invoice to intimate the new address and also necessary advice are sent to shareholders, debenture holders, and other concerned parties.

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