Change in Registered Office Address

The registered office of any business serves as the hub of all business communications for an organization. The registered office is considered the company's domicile, and the Registrar of Company or ROC is determined based on its location. Any changes to the registered office's address must be communicated to the ROC within 15 days. Although a company may have multiple offices, such as administrative, corporate, branch, warehouse, and factory locations, the registered office is the most important and serves as the starting point for all business activities. Once the registered office is officially declared through the submission of INC 22, any changes or modifications to the company's registered office location must be reported to the ROC Therefore, it is crucial for the company to register its registered office with the Ministry of Corporate Affairs. The location and place of the registered office are determined by the company's promoters based on various factors.
 

• Changing the Registered Office of a Company within the same state, but outside the current city, village or town boundaries that lie within the same Registrar of Companies (ROC)
• Changing the Registered Office of an organization within the same city, village or town boundaries
• Changing the Registered Office of a Company within the same state, but from one Registrar of Companies (ROC) to another
• Changing the Registered Office of an organization from the jurisdiction of one ROC to another or from one state to another.

When any company intends to move the registered office outside the boundaries of the existing village, follow the step-by-step process to comply with Companies Act 2013. The following procedure must be followed:

• A board meeting should be held to determine the date, time, and location of the Extraordinary General Meeting (EGM).
• A resolution regarding the change in registered office address should be passed during the EGM.
• Within 15 days of passing the resolution, Form MGT-14 must be filed with the Registrar of Companies.

• Form MGT-14 must be filed with the Registrar of Companies within 15 days of passing a resolution, along with a certified copy of the resolution.
• Form INC-22 must also be submitted within 15 days, which includes:
  • A copy of the company's registered office address
  • A copy of a utility bill that is no older than two months
  • A No Objection Certificate (NOC) from the owner of the premises for use as a registered office
  • A Special Resolution passed in an Extra Ordinary General meeting (EGM).
     

When a company wants to change its registered office address within the same city, village or town boundaries, the following steps should be taken:

• The board of directors should hold a meeting and pass a decision regarding the change.
• The applicant must file Form INC-22 with the relevant Registrar of Companies (ROC) within 15 days of the decision.
• The following documents must be submitted along with the form:
  • A copy of the current registered office address
  • Copies of utility bills that are no older than two months
  • A No Objection Certificate (NOC) from the owner of the premises, allows the company to use the premises for its registered office.

For changing the company's registered office address within the same state, the following steps must be followed:

• Form INC-22 should be filed with the relevant Registrar of Companies within 15 days of passing the resolution.
• The form should include:
  • A copy of the company's current registered office address
  • Copies of utility bills that are not older than two months
  • A No Objection Certificate (NOC) was obtained from the owner of the premises regarding the usage of the premises.

For changing the registered office of a company within the same state, the following steps are involved:

• Hold a board meeting and pass a decision on the change company address
• File Form MGT-14 with the Registrar of Companies within 15 days from the date of passing the decision or special resolution. The form should include a certified copy of the resolution, notice of EGM, and Minutes of EGM.
• File Form INC-23 to the office of the concerned Regional Director seeking confirmation from the Regional Director for shifting of Registered Office
• File Form INC-28 within 30 days from the date of receipt of approval attaching a certified copy of the order.
• File Form INC-22 with the concerned Registrar of Companies within 15 days from the date of passing the Special resolution in an extraordinary general meeting. The form should include:
  • A copy of the present address of the company’s registered office.
  • A copy of the utility bill not older than two months.
  • A No Objection Certificate (NOC) was obtained from the owner of the premises regarding its usage.
  • A special resolution was passed at the board meeting.
  • In addition, for changing the registered office of a company outside the boundaries of the existing village, city, or town, the following additional step is required:
• Issue a public notice if necessary by an advertisement informing all members about such change in registered office

• Conduct a Board meeting to finalize the time, date, day, and place of the Extraordinary General Meeting (EGM).
• Pass a special resolution during the EGM to make the necessary alteration in the Memorandum of Association (MOA) related to the shifting of the Registered Office.
• Publish an advertisement in both an English and a Vernacular newspaper, mentioning the new or modified address of the company's registered office.
• Within 30 days of the resolution, submit Form MGT-14 to the ROC of the companies.
• Provide a certified copy of the resolution passed during the Extraordinary General Meeting (EGM).
• File an application in Form INC-23 with the Regional Director.
• Advertise the change in a daily newspaper in both the vernacular language and English of the district where the registered office is located.
• Send individual notices to each debenture holder, creditor, and the depositor of the company informing them of the proposed alteration to the MOA and inviting anyone interested to express their views.

• Certified copy of the Notice of Extraordinary General Meeting (EGM)
• Certified copy of the resolution authorized at EGM
• Minutes of Extraordinary General Meeting or EGM
• Copy of advertisement published in the Newspaper
• Copy of modified MOA
• An affidavit affirming the application
• List of creditors, investors, and debenture holders titled to the objections
• Declaration certificate from the Key Managerial Personnel
• Declaration report from any two directors stating that the company has not defaulted in payments due to its employees.

The Regional Director will issue his confirmation within 30 days from the date of obtaining the application. The company must file Form INC-28 to the concerned ROC within 30 days from the date of filing. Form INC-22 is then submitted to the Registrar of Companies or ROC within 15 days of the change in the registered office of the company with the following documents:

• Copy of the utility bills of the registered premises
• Copy of the Registered Office Address
• NOC or No Objection Certificate from the owner for the use of the premises.