Registered Office Address change

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Changing a Company’s Registered Office Address:

When a company needs to change its registered office address during its course of business, it must complete the necessary registrations with the Registrar of Companies. Different types of registered office address changes include:

  1. Change in the Registered Office of a Private Limited Company within the same state.
  2. Change in the Registered Office of a Private Limited Company within the same state but relocating outside the existing city, town, or village within the same Registrar of Companies (ROC) jurisdiction.
  3. Change in the Registered Office of a Company within the same state but moving from one Registrar of Companies (ROC) to another.
  4. Change in the Registered Office of a Private Limited Company from one state to another state or shifting from the jurisdiction of one ROC to another.

Compliance with the provisions of the Companies Act, 2013 is required to register any change in a company’s registered office address.

Procedure for Changing the Registered Office Address:

In accordance with the Companies Act, 2013, here is a detailed step-by-step procedure for changing the registered office address:

Changing the Registered Office of a Private Limited Company within the Same City:

When a Private Limited Company decides to change its registered office address to a different location within the same city, the following steps should be taken:

  1. Board Meeting and Resolution:
  • The company should convene a board meeting and pass a resolution approving the change in the registered office address.
  1. Filing Form INC-22:
  • Form INC-22 should be prepared and filed with the Registrar of Companies (ROC) within 15 days from the date of passing the resolution.
  1. Documents Required for Form INC-22:
  • The following documents must be attached to Form INC-22:
    • Copy of the Registered Office Address document (Conveyance/Lease deed/ Rent Agreement).
    • Copy of Utility Bills (not older than 2 months).
    • No Objection Certificate (NOC) from the owner for the use of the premises.

Please note that the government fee for this change is Rs. 2,360, inclusive of all taxes.

Changing the Registered Office of a Private Limited Company within the Same State but Outside the Existing City, Town, or Village:

If a Private Limited Company decides to change its registered office address within the same state but to a location outside the existing city, town, or village, the following procedures, as prescribed by the Act, should be followed:

  1. Board Meeting and EGM:
  • A board meeting should be convened to decide on the day, date, time, and venue for an Extraordinary General Meeting (EGM) to pass a resolution for the change.
  • An Extraordinary General Meeting should be held, and a special resolution for the change of registered office should be passed.
  1. Filing Form MGT-14:
  • Form MGT-14, along with the certified true copy of the special resolution passed at the EGM, should be filed with the Registrar of Companies (ROC) within 30 days from the date of passing the resolution.

Please note that this change involves specific legal procedures, including holding an EGM and filing the necessary forms with the ROC.

Required Documents:

  1. Form MGT-14:
  • Include this form in the documentation.
  1. Certified True Copy of the Special Resolution:
  • Provide a certified true copy of the special resolution passed during the Extraordinary General Meeting (EGM).
  1. Form INC-22:
  • This form should be submitted to the Registrar of Companies (ROC) within 15 days of passing the resolution.
  1. Copy of the Registered Office Address:
  • Attach relevant documents such as Conveyance/Lease deed/ Rent Agreement indicating the new registered office address.
  1. Copy of Utility Bills:
  • Include copies of utility bills not older than 2 months related to the new registered office.
  1. NOC from the Owner:
  • Obtain a No Objection Certificate (NOC) from the owner of the premises to be used as the registered office.
  1. Special Resolution:
  • Include a copy of the special resolution passed during the EGM regarding the change of registered office.

Ensure that these documents are complete and accurately reflect the change in the registered office address.

Relocation of Registered Office within the Same State or Jurisdiction of a Different ROC within the Same State:

In case a private limited company intends to change its registered office address from one ROC to another within the same state, the following procedure, in accordance with the Companies Act, 2013, should be followed:

  1. Board Meeting:
  • Conduct a board meeting to decide the date, time, and venue for an Extraordinary General Meeting (EGM).
  1. Extraordinary General Meeting (EGM):
  • Hold an EGM where a special resolution is passed to approve the alteration of the Memorandum Of Association (MOA) and the shifting of the registered office.
  1. Advertisement:
  • Publish an advertisement regarding the change in the registered office address. This advertisement should appear in both an English newspaper and another newspaper in the vernacular language, where the current registered office is located.
  1. Form MGT-14:
  • File Form MGT-14 with the ROC within 30 days from the date of passing the resolution at the EGM.
  • Include a certified true copy of the resolution passed during the EGM.
  1. Application to Regional Director:
  • Submit an application to the Regional Director after the expiry of 30 days from the date of publishing the newspaper advertisement.
  • File Form INC-23 as part of this application.
  1. Notice in Newspapers:
  • Publish a notice at least once in a daily newspaper, both in English and in the principal language of the district where the registered office is situated.
  1. Individual Notices:
  • Send individual notices to each debenture holder, depositor, and creditor of the company, indicating the nature of the application and stating that any person whose interests may be affected by the proposed alteration in the MOA (Memorandum of Association) should take note.
  1. Objections and Approval:
  • If no objections are received by the Regional Director within 21 days, the application for shifting the registered office will be considered and approved.

Ensure that all the necessary documents are prepared and filed accurately as per the specified procedures.

Required Documents for Shifting Registered Office within the Same State or Jurisdiction of a Different ROC within the Same State:

When a private limited company plans to change its registered office address within the same state or from one ROC jurisdiction to another within the same state, the following documents should be prepared and submitted as part of the process:

  1. Certified True Copy of the Notice of EGM (Extra-Ordinary General Meeting):
  • Ensure you have a certified true copy of the notice issued for the EGM where the decision to shift the registered office was made.
  1. Certified True Copy of the Resolution Passed at EGM:
  • Include a certified true copy of the special resolution passed during the EGM that approved the alteration of the MOA and the relocation of the registered office.
  1. Minutes of EGM:
  • Maintain and provide the minutes of the EGM that document the proceedings and discussions related to the registered office change.
  1. Copy of Newspaper Advertisement:
  • Include a copy of the newspaper advertisement published in both English and the principal language of the district where the current registered office is situated, announcing the office address change.
  1. Copy of Altered MOA:
  • Provide a copy of the Memorandum of Association (MOA) reflecting the approved alteration regarding the registered office address.
  1. Affidavit Verifying the Application:
  • Prepare an affidavit verifying the application and its contents. This affidavit should be duly signed by a responsible person.
  1. List of Creditors and Debenture Holders Entitled to Objections:
  • Create a list detailing the creditors and debenture holders who are entitled to raise objections against the registered office change.
  1. Declaration from Key Managerial Personnel:
  • Include declarations from the key managerial personnel confirming that the company has not defaulted in payments due to its workmen.
  1. Declaration from Any Two Directors:
  • Obtain declarations from any two directors of the company, stating that the company has not defaulted in payments due to its workmen.
  1. Communication from Regional Director:
    • Ensure that any communication or confirmation received from the Regional Director is maintained.

Once all these documents are in order, proceed to file Form INC-22 with the Registrar of Companies within 15 days of receiving the order of approval from the Regional Director. Remember to attach the following documents with Form INC-22:

  • Copy of the Registered Office Address (Conveyance/Lease deed/ Rent Agreement).
  • Copy of Utility Bills (not older than 2 months).
  • NOC from the owner for the use of premises.

This comprehensive set of documents will facilitate the smooth transition of the registered office address within the same state or jurisdiction of a different ROC within the same state.

When a private limited company intends to change its registered office address from one state to another or from the jurisdiction of one Registrar of Companies (ROC) to another, the following procedure must be followed:

  1. Board Meeting and EGM Preparation:
  • Hold a board meeting and decide on the date, time, day, and venue for an Extraordinary General Meeting (EGM) to pass a special resolution regarding the change of registered office.
  1. EGM for Special Resolution:
  • Conduct the EGM and pass a special resolution approving the alteration of the Memorandum of Association (MOA) and the shifting of the registered office to the new state or ROC jurisdiction.
  1. Newspaper Advertisement:
  • Publish a notice about the change of registered office in a daily newspaper, both in English and the principal language of the district where the registered office is currently located.
  1. Filing Form MGT-14:
  • Within 30 days from the date of passing the special resolution, file Form MGT-14 with the Registrar of Companies (ROC).

Documents Required for This Transition:

  • A copy of the special resolution.
  • Altered MOA.
  • Altered AOA (Articles of Association).

Additional Procedures:

  1. Newspaper Notice:
  • Publish a notice in a daily newspaper (in English or the principal language) of the district where the new registered office is located.
  1. Individual Notices:
  • Send individual notices to each debenture holder, depositor, and creditor of the company, indicating the nature of the application and stating that any person whose interests may be affected by the proposed alteration in the MOA (Memorandum of Association) has the right to raise objections.
  1. Objection Review:
  • Allow a period of 21 days for objections to be raised by concerned parties. If no objections are received by the Regional Director within this timeframe, the change of registered office will be considered.

After completing these procedures and ensuring compliance with all regulatory requirements, the company can proceed with its transition to the new registered office in another state or under the jurisdiction of a different ROC.

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Documents Required for Change of Registered Office:

To effect the change of a private limited company’s registered office, several documents are necessary:

  • Certified True Copy of the Notice of the Extra-Ordinary General Meeting (EGM).
  • Certified True Copy of the resolution passed at the EGM.
  • Minutes of the EGM.
  • Copy of the Newspaper Advertisement.
  • Copy of the Altered Memorandum of Association (MOA).
  • An Affidavit verifying the application.
  • A list of creditors and debenture holders entitled to raise objections.
  • Declaration from the Key Managerial Personnel.
  • Declaration from any two Directors confirming that the company has not defaulted in payments due to its workmen.

After completing these initial steps, the company must proceed as follows:

  1. Filing Form INC-28 with ROC: File Form INC-28 with the Registrar of Companies (ROC) within 30 days from the date of submission. This form notifies the ROC about the change of registered office.
  2. Filing Form INC-22 with ROC: After obtaining the new certificate from the ROC, file Form INC-22 with the ROC within 15 days of the change in the registered office of the company. This form includes the following documents:
  • Copy of the Registered Office Address (Conveyance/Lease deed/Rent Agreement).
  • Copy of the Utility Bills (not older than 2 months).
  • NOC from the owner for the use of the premises.

Steps After Obtaining New Certificate from ROC:

Once the new certificate from the ROC is obtained, the following steps should be taken:

  1. Update MOA: Modify the Memorandum of Association (MOA) to reflect the change in the registered office address, ensuring that this change is applied to all copies of the MOA.
  2. Update Company Materials: Update the company’s banner, signboard, stationery, bills, accounts, and other materials to display the company’s new address. Additionally, notify debenture holders, shareholders, and relevant parties about the address change.
  3. Records and Notifications: Make the necessary changes in the company’s books, records, letterheads, etc. Ensure that these changes are reflected in the company’s PAN, TAN, and notify all government departments, customers, and banks where required. This ensures that the company’s new address is accurately reflected in all aspects of its operations and communications.