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Change in Registered Office
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The registered office of a company is considered the official address where all company-related correspondence is directed. In addition to the registered office, a company may have various other offices such as corporate, administrative, branch, and factory offices. It is mandatory for the registered office to be registered with the Ministry of Corporate Affairs. The company's promoters are responsible for determining the location of the registered office. Once the registered office is established through the submission of INC 22, any changes to the registered office must be reported to the ROC.
The company's domicile is based on the location of its registered office. The Registrar of Companies (ROC) is determined by the registered office's location. Any modifications to the registered office address must be promptly communicated to the ROC within a 15-day period.
Overview of Changing the Registered Office
When incorporating a company, it is essential to declare the company's registered office. Ensure to submit the necessary documents listed below when finalizing a location for your company's registered office:
Water Bill / Electricity Bill
NOC from the landlord for the Registered Office
Property Tax Receipt
Lease agreement between the landlord and the company
Ensure that the name and address provided on the water bill, electricity bill, and property tax receipt match the details on the NOC certificate from the landlord and in the lease agreement. Additionally, undeveloped land or properties under construction cannot serve as a registered office. It is not mandatory for the registered office to be a commercial or industrial property; a residential property can also be designated as a company's registered office.
Registered Office Requirement During Company Registration
The location of the registered office is often determined by stakeholders and the board of directors' residential area, with their comfort being the sole consideration. However, there are instances where the need arises to relocate the registered office from one place to another.
A company may need to change its registered office address if it is expanding rapidly and the current office space and infrastructure no longer meet the company's needs.
When nearing the end of the company's lease term and considering leasing a different office space.
If a company is planning to explore new business opportunities for growth and intends to relocate the registered office to a location offering better market prospects.
If another company is investing in your company, the registered office address may need to be changed.
Reasons for Changing the Registered Office Address
Relocation of the registered office of a private limited company within the same state
Moving the registered office of a private limited company within the same state, but to a different city, town, or village under the same Registrar of Companies (ROC)
Shifting the registered office of a company within the same state from one Registrar of Companies (ROC) to another Registrar of Companies (ROC)
Transfer of the registered office of a private limited company from one state to another or from the jurisdiction of one ROC to another
Types of Changes to Registered Office Address
Let's dig in and go through the procedure that needs to be followed during the change in registered office address as provided in the Companies Act, 2013:
Change In Private Limited Company's Registered Office Within The Same State
The below-mentioned procedure is followed, in case of any change in the address of registered office of a Private Limited Company from one place to another within the boundaries of same state:
1. A Board meeting is conducted and a decision is made on the same
2. An applicant is required to file Form INC-22 with the ROC and that's too within 15 days from the date of passing the resolution.
Documents Required With Form INC-22
1. A copy of the current address of the registered office
2. Utility Bills' copy (not older than 2 months)
3. NOC in relation to the use of Premises obtained from the owner.
Change In The Registered Office Of A Private Limited Company Outside The Boundaries Of Existing Town, City Or Village
When the Private Limited Company shifts its registered office from outside the boundaries of existing city, town or village, following procedure is required to be followed:
1. A board meeting is conducted in which the date, day, time and venue of the Extra Ordinary General meeting is fixed.
2. A decision regarding the change in office address is passed in the Extra-Ordinary General meeting.
3. With the Registrar of Companies Form MGT-14 is filed within 30 days from the date of passing the resolution.
Documents Required
Form MGT-14
1. A certified copy of the resolution
2. Within 15 days of passing the decision Form INC-22 is filed with the Registrar of Companies
Form INC-22
1. A copy of the registered office address
2. A copy of the utility bill (not older than two months)
3. NOC for the use of area obtained from the owner
4. Special Resolution
Change In The Registered Office Of A Company Within The Same State But From One Registrar Of Companies (ROC) To Another Registrar Of Companies (ROC)
In case of change in the current registered office address of a private limited company from one ROC to another but within the boundary limits of a same state, following norms are need to be followed according to the Companies Act, 2013:
1. A Board meeting is conducted which will finalize the day, date, time and venue of the Extra Ordinary meeting
2. In the Extra Ordinary General meeting a special decision is made for the alteration of MOA and the shifting of the Registered Office.
3. Publish an advertisement both in an English newspaper and another in Vernacular newspaper mention the updated address of the company's registered office.
4. Form MGT-14 is filed with the ROC of the companies within 30 days from the date of coming to a conclusion
5. A certified copy of the Extra Ordinary General Meeting's decision.
Application To The Regional Director in Form INC-23
1. Publish a notice in a daily newspaper both in English and in Principal language of that district where registered office is situated
2. Individual Notice on each debenture holder, depositor, a creditor of the company is sending indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration in MOA.
Documents Required
1. Certified True Copy of the Notice of EGM( Extra-Ordinary General Meeting).
2. Certified True Copy of the resolution passed at EGM.
3. Minutes of EGM
4. Copy of Newspaper Advertisement.
5. Copy of Altered MOA
6. An Affidavit verifying the application
7. List of creditors and Debenture holders entitled to the objections.
8. Declaration from the Key Managerial Personnel
9. Declaration from any two Directors that the company has not defaulted in payments of due to its workmen.
On receiving the confirmation, regional director is communicated within 30 days from the date of receiving the application by the Regional Director of the Company.
Once you have received the order of the Regional Director, you need to file Form INC-22 with the registrar of Companies. Following documents you may need to attach:
1. Copy of the Registered Office Address
2. Copy of utility bills
3. NOC for the use of area from the owner
Change In The Registered Office Of A Private Limited Company From One State To Another State Or From The Jurisdiction Of One ROC To Another
Following Procedure Is Followed In The Above Mentioned Case:
1. A Board of meeting is conducted that will decide the day, time and venue for holding the Extra Ordinary General meeting
2. In Extra Ordinary General Meeting special resolution is passed
3. A notice is published in the newspaper
4. You need to fill up the Form MGT-14 within 30 days from the date of passing the special resolution.
Note:
1. Publish a notice in a daily newspaper both in English and in Principal language of that district where registered office is situated
2. Individual Notice on each debenture holder, depositor, a creditor of the company is sending indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration in MOA.
Obtaining no objection within 21 days from the Regional Director states that it will be considered for the shifting of the registered office.
Documents Required
1. Certified True Copy of the Notice of EGM(Extra-Ordinary General Meeting).
2. Certified True Copy of the resolution passed at EGM
3. Minutes of EGM
4. Copy of Newspaper Advertisement.
5. Copy of Altered MOA
6. An Affidavit verifying the application
7. List of creditors and Debenture holders entitled to the objections
8. Declaration from the Key Managerial Personnel
9. Declaration from any two Directors that the company has not defaulted in payments of due to its workmen
Regional Director will serve you his confirmation within 30 days from the date of receiving the application.
The next thing the company has to do is file Form INC-28 with the ROC within 30days from the date of submission.
Thereafter, Form INC-22 is filed with the ROC within 15 days of the change in the registered office of the company along with the following documents:
1. Copy of the Registered Office Address
2. Copy of the Utility Bills (not older than 2 months)
3. NOC from the owner for the use of Premises
Change in the address of a Private Limited Company depends upon the scenario whether the address change is within the state or from one state to another, within the same ROC or the ROC is different. Procedures are followed according to the Categorization which is prescribed in the Companies Act, 2013.
Let's explore the process that must be adhered to when changing the registered office address as outlined in the Companies Act, 2013:
Change In Registered Office Address of a Private Limited Company Within the Same State
When a Private Limited Company relocates its registered office within the same state, the following steps are taken:
1. Conduct a Board meeting and decide on the relocation
2. Submit Form INC-22 to the ROC within 15 days of passing the resolution.
Documents Required with Form INC-22
1. Copy of the current registered office address
2. Copy of utility bills (not older than 2 months)
3. NOC for premises usage from the owner.
Change In Registered Office Address of a Private Limited Company Outside the Existing Town, City, or Village
When the registered office of a Private Limited Company moves outside the existing town, city, or village, the following steps are followed:
1. Conduct a Board meeting to set the date, time, and venue of the Extraordinary General meeting
2. Pass a decision on the office address change in the Extraordinary General meeting
3. File Form MGT-14 with the ROC within 30 days of passing the resolution
Documents Required
1. Certified copy of the resolution
2. File Form INC-22 with the ROC within 15 days of the decision
3. Copy of the registered office address
4. Copy of the utility bill (not older than two months)
5. NOC for area usage from the owner
6. Special Resolution
Change In Registered Office Address of a Company Within the Same State but Moving Between Registrars of Companies (ROCs)
When a private limited company changes its registered office address from one ROC to another within the same state, the following steps are taken:
1. Conduct a Board meeting to finalize the Extraordinary General meeting details
2. Pass a special resolution in the Extraordinary General meeting for altering the MOA and shifting the office address
3. Advertise the updated address in two newspapers
4. File Form MGT-14 with the ROC within 30 days of the decision
5. Submit a certified copy of the EGM decision
Application to the Regional Director in Form INC-23
1. Publish a notice in local newspapers
2. Send individual notices to stakeholders
Documents Required
1. Certified copy of the EGM notice
2. Certified copy of the EGM resolution
3. EGM minutes
4. Newspaper advertisement copy
5. Altered MOA copy
6. Affidavit verifying the application
7. List of creditors and debenture holders
8. Declaration from KMP
9. Declaration from two directors regarding payments to workmen
Upon receiving confirmation, file Form INC-22 with the ROC along with required documents
1. Copy of the office address
2. Utility bill copy
3. NOC from the owner
Address change procedures for a Private Limited Company vary based on different scenarios, such as intra-state or inter-state, within the same ROC or different ROC. These procedures are as per the Companies Act, 2013.
Procedure for Changing the Registered Office Address
An Insurance Marketing Firm is authorized to carry out the following functions in accordance with the Act:
Dispute Resolution with the Board: When there are multiple directors collaborating, disagreements are bound to occur. This can hinder the overall company performance, leading directors to consider resignation.
Exploring Better Career Opportunities: Everyone aims to progress in their careers and may pursue opportunities that better align with their goals. Directors may resign if they come across more promising prospects or are appointed as directors in a new venture as per the Articles of Association (AOA).
Addressing Misconduct in Company Affairs: If a director becomes aware of illicit practices within the company, they may be implicated. To shield themselves from personal liability resulting from such activities, they may opt to resign.
Suspension Due to Violation: Any non-compliance, breach, or default on the part of the director can lead to severe consequences.
Revocation of Nomination: This is particularly relevant to Nominee Directors, often appointed by investors like those from NBFCs, to the Board of Directors. Upon completion of the transaction between the company and the entity, the Nominee Director may resign or step down following the withdrawal of their nomination.
Insights into the Resignation of Directors
What are the necessary documents required at the time of finalizing a place for your company's registered office?
1. Water Bill/Electricity Bill
2. Property Tax Receipt
3. NOC obtained from landlord regarding Registered Office
4. Lease agreement between landlord and the company
What are the documents required under Form INC-22?
What is registered office of the company?
Can I change registered office of the company?
How long does it take to change registered office address?
Is it mandatory to alter MOA and AOA as per the Companies Act 2013?
Is registered office same as head office?
Is the changing of registered office is an easy process?
How to intimate about change of registered office to the ROC?
Can two companies have same registered address?