Change of Registered office

By Hiral Vakil on May 6, 2019

The registered office of a company is the principle place of business where all official correspondence from Ministry of Corporate Affairs is sent.Verification of registered office must be furnished to Registrar within period of 30 days from Company Incorporation.The registered office of the company or LLP can be changed within local limits of any city,town or village by giving a notice to concerned registrar within 30 days after date of change.

Where the place of registered office is to be shifted from one State to another State, the Company or LLP requires to pass a special resolution and get confirmation of the Company Law Board. The Company or LLP is required to give an advertisement in the newspapers indicating the change to be made and also a notice is to be given to the State Government when it is proposed to transfer the registered office from one State to another.

How to change Registered Office within the same state?

  • Convene a meeting of the Board of Directors of the Company and pass a resolution for change of address.
  • If the office is shifted to some other city in the same State, then approval of shareholders is also required by passing a special resolution in a General Meeting.
  • File e-Form INC-22 within 15 days of the resolution.
  • Either of the following attachments are to be attached with e-form INC-22
    1. In case of owned premises, registered proof of ownership in the name of the company.
    2. In case of leased premises, notarised copy of lease deed or rent agreement with rent receipts not older than one month.
    3. In case premises is neither owned not taken on lease the proof that company is authorised to use premises.
    4. Copy of Utility bills like electricity bill,telephone bill bearing the name of the Company along with address used as registered address not older than 2 months.
    5. Certified true extract of resolution passed in Board/Shareholder meeting.
    6. In case if Special resolution is passed in shareholders meeting file eform MGT-14 within 30 days of passing of resolution.

Change Of Registered Office with different ROC but same state:

If the company wants to change registered office from the jurisdiction of one ROC to other ROC it has to apply for approval of Regional Director in Form INC-23. Also the company has to publish the same in one daily English and Vernacular language newspaper where registered office is situated.Once the Regional Director confirms the change, it has to file the same confirmation to ROC within 60 days. The ROC shall confirm the change of the address within 30 days of the filing.

What are the steps for changing Registered Office from One State to Another?

The company needs to amend the Memorandum of Association to change the registered office from one state to another.A special resolution is to passed by company for alteration of MoA.This resolution is filed with ROC in MGT-14 within 30 days of passing the resolution. Approval of CG is to be taken in form INC-23 and following documents are to be attached along with it:

  • A copy of the special resolution sanctioning the alteration by the members of the company.
  • A copy of the minutes of the general meeting wherein the resolution authorising the alteration.
  • A copy of the notice conveying the general meeting along with relevant explanatory statement.
  • A copy of the Memorandum and Articles of Association.
  • A copy of Board Resolution or Power of Attorney.
  • A list of creditors and debenture holders.
  • Document relating to payment of application fee.

Advertisement is to be published in newspaper for change of registered office from one state to another and file e-form INC-28 within 30 days from order passed by RD.Central government before passing will confirm that the change is with consent of creditors and debenture holders and then shall dispose of the change of registered office application outside the state within 60 days. The approval given by the Centre shall be filed with the registrars of both the states in which the old and the new registered office is situated. The registrar of the state wherein the new office will be located shall register the same and issue a fresh incorporation certificate.