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CHANGE IN REGISTERED OFFICE OF COMPANY

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CHANGE IN REGISTERED OFFICE OF COMPANY

According to the Companies Act, 2013 (the "Act"), every company must establish a registered office within thirty days of its incorporation. As long as a business is in operation, it should always have a registered office. The Articles of Association (AOA) and Memorandum of Association (MOA) both make reference to the registered office.

It serves as the company's official office where operations are conducted. The Registrar of Companies (or "ROC") must be provided with the registered office's address.

A business could have to switch its registered office, nevertheless. The business must adhere to the Act's requirements as well as the Companies (Incorporation) Rules, 2014 (the "Rules") in such a situation. Below are the compliances that a business must adhere to in various scenarios.

Change of Registered Office within the same city

In order to relocate a company's registered office within the same city, village, or town, the following requirements must be met:
A board meeting and a resolution must be passed by the company in order to change the registered office.
Following the Board resolution's passage, Form INC-22 must be submitted to the ROC within fifteen days.

The following documents must be included with Form INC-22:

If the office is located on leased or rented property, the owner must provide a NOC (No Objection Certificate).
If the office is located on leased or rented property, a rent/lease agreement is required.
Proof of any utility bills that are no more than two months old and include the office address.

Change of Registered Office outside the city but under different ROC

When a company moves its registered office outside of the city or town where it is located but still falls within the same ROC's jurisdiction, it must comply with the following requirements:

The company must summon an Extraordinary General Meeting (EGM) after holding a Board meeting and passing a resolution.

A Special Resolution must be passed by the company at the EGM in order to change the registered office.
Within 30 days of enacting the Special Resolution to move the registered office outside the city/town's local limits but still within the same ROC's jurisdiction, Form INC-22 and MGT-14 must be submitted to the ROC.

The following documents must be included with Forms INC-22 and MGT-14:
If the office is located on leased or rented property, a copy of the Special Resolution and the property owner's NOC are required.
If the office is located on leased or rented property, a rent/lease agreement is required.

Proof of any utility bills that are no more than two months old and include the office address .

Change of Registered office outside the city but under same ROC

The following requirements must be met in order for a company to move its registered office from one ROC's jurisdiction to another within the state and outside the boundaries of the city or municipality in which it is located:

To convene the EGM, the company must hold a board meeting and adopt a resolution.
To change the registered office, the company must approve a Special Resolution at the EGM.
After the Special Resolution to move the registration office is passed, Form MGT-14 must be submitted to the ROC within 30 days.
To move its registered office from one ROC's jurisdiction to another within the state, the business must submit Form INC-23 to the Regional Director for approval.

The company should do the following before submitting the application to the Regional Director for a month:
-A notice of change of office should be published in the district's main language newspaper and a daily English newspaper where the company's registered office is located.
-Notify each depositor, debenture holder, and creditor of the business separately. It should be stated in the notification that they can inform the Regional Director of their interest and reasons for disagreement if they believe the proposed change to the MOA will impact their interests. They have twenty-one days from the notice's publishing date to notify the Regional Director of their opposition, though.
-In the event that no objections are raised, the Regional Director will send out a confirmation notice within 30 days of receiving the application.
-Within sixty days of receiving confirmation, the business must submit the Regional Director's confirmation to the ROC using Form INC-22.

The following documents must be submitted with the Form INC-23:

A board decision to switch the registered office was made.
The company's Special Resolution attesting to the registered office move.
A declaration from any two of the company's directors or important management that has been approved by the board certifying that the business has not fallen behind on its payments to its employees and has secured the approval of its creditors to move its office.
An acknowledged copy of the notification sent to the state's chief secretary about the proposed change in the registered office, stating that the change will not impact the interests of the employees.

Change of Registered office in different state

The following requirements must be met in order to transfer a registered office from one state to another:

To convene an EGM and change the MOA through a Special Resolution, the company must have a board meeting and adopt a resolution.
The firm must approve a Special Resolution at the EGM in order to change the company's MOA and move its registered office from one state to another.
Within 30 days of the Special Resolution being passed, Form MGT-14 must be submitted to the ROC in order to modify the MOA and move the registered office.
To change the MOA and move the registered office from one state to another, the business must submit Form INC-23 to the Regional Director for Central Government clearance.
It is recommended that the company publish a notice of change of office in both the district's major language newspaper and a daily English newspaper prior to one month after submitting the application to the Regional Director.
Give each depositor, debenture holder, and creditor of the business a separate notice informing them that they have 21 days from the notice's publication date to inform the Regional Director of their nature of interest and grounds for opposition if their interests are likely to be impacted by the proposed change to the MOA.
The Central government will process the change request in the registered office within sixty days if no objections are raised.
After the change is approved by the Regional Director, the business must submit Form INC-22 to the ROC within sixty days of the approval date.
The Central Government's approval of a change of office address must be submitted to the ROC of both the old and new states where the registered offices are located using Form INC-28.

Form INC-23 is submitted with the following documents:

A copy of the proposed changes to the MOA.
A copy of the EGM meeting minutes that approved the modification of the MOA.
A copy of the Board's decision or, if applicable, an executed  Power of Attorney.
The list of all creditors and holders of debentures, along with the sum owed to each in connection with their claims, obligations, or liabilities.
A declaration attesting to the completeness of the listed creditors and the fact that they are only owing the sum specified on the list, signed by the company secretary and at least two directors.
A statement guaranteeing that no employees will be let go due to a change in the registered office.

Post Change Compliances

Following ROC clearance, a company must adhere to the following compliances after relocating its registered office:
i) The company can notify all members and stakeholders about the change in the company's registered office by publishing an advertising in a newspaper.
ii) Printing a new memorandum of association and updating the registered office address of the business in a prominent location and in readable letters outside of each office, building, etc. where it conducted business.
iii) Replace all business letterheads, invoices, billheads, receipt forms, and other official publications with the updated address instead of the previous one.
iv) All banks and financial institutions where the business has bank accounts should be updated with the new registered office address.
v) To update the company address in the TAN and PAN, submit an application to the Income Tax Authority.
vi) Update the company's new address and include the names of its utility service providers, such as internet and phone connections, energy suppliers, etc.
vii) Notify government agencies such as the Central Excise Authorities, Customs Authorities, Service Tax Department, and Sales Tax Authorities of the company's new address.

  • FAQ
1. What are the steps involved in changing the registered office address on the MCA portal?

i) Board Resolution: Call a board meeting to adopt a resolution authorizing the change of registered office. Using the MCA portal, you must submit Form INC-22 (Application for Change of Registered Office) with the required attachments.
ii) Affidavit and Proof of Address: Attach a copy of the Board resolution, an affidavit sworn by the director or directors, and documentation proving the new registered office (such as a utility bill or rent agreement).
iii) MCA approval: Following submission, MCA will review the application and, if accepted, update the records.

Yes, you can file Form INC-22 if you're moving within the same state or city. However, if the corporation moves from one state to another, it must pass a special resolution.

Even if the company is in default, it is still possible to request a change of address; however, the company must take care of any on-going issues or MCA compliance violations.

Yes, you can change the registered office address as much as you like, but each time you do so, you must properly record and file the change with the MCA.

The following procedures must be followed in order to move the registered office from one state to another:
i) Board Resolution: Call a board meeting to adopt a resolution endorsing the suggested modification.
ii) Special Resolution: To authorize the transfer of the registered office from one state to another, a special resolution must be approved at the general meeting of shareholders.
iii) File Form MGT-14: To file the special resolution, send Form MGT-14 to the MCA.
iv) File Form INC-23: Use Form INC-23 to request the Regional Director's (RD) permission.
v) File Form INC-22: Send in Form INC-22 and the required paperwork, such as documentation of the updated address.

Depending on the submission of required paperwork and the authorities' (such the Regional Director and MCA) approval, the full process may take two to three weeks or longer.

No, you need to get permission from the Regional Director (RD) using Form INC-23 if you are moving the registered office from one state to another. This must be done before submitting Form INC-22 for the modification.

As long as you adhere to the correct legal processes and update the appropriate documents with the MCA, you can move your company's registered office to a different state without interfering with business activities.

Yes, you need to update the company's stationery and letterheads after changing the registered office.
Minutes of board meetings should be updated to reflect the new address.
The new address should also be reflected in income tax returns and other statutory papers.

To relocate the registered office outside of the city (the ROC's jurisdiction) yet within the same state:
Board Resolution: To approve the modification and adopt a resolution, call a board meeting.
Form INC-22: Notify the MCA of the new registered office address within the state by submitting Form INC-22.
Proof of Address: Include documentation attesting to the new registered office, such as a utility bill or leasing agreement.
No Special Resolution Is Necessary: Since the new office stays in the same state, no special resolution is needed for this kind of transition.

To notify the MCA of the change in the registered office address, you must submit Form INC-22 through the MCA portal. This form needs to be submitted with the relevant paperwork, such as proof of address and resolution.

Penalties for non-compliance may result from failing to notify the MCA. If the correct procedures are not followed, the business may be subject to legal repercussions, which could include delays or failure to acknowledge the change.

Penalties for non-compliance may result from failing to notify the MCA. If the correct procedures are not followed, the business may be subject to legal repercussions, which could include delays or failure to acknowledge the change.

No, specific notification of other authorities is not required. Your new address may need to be updated, though, if your company is registered for GST, income tax, or other licensing.

It is possible to utilize a rented or virtual office as your new registered office address; however, you will need to present legitimate documentation, such as a lease or a No Objection Certificate (NOC) from the property owner.

The number of times you can switch the registered office within the same state is unlimited. But each modification must be submitted on Form INC-22 to the MCA.