Registered Office Change.

🏢 Company Registered Office Change: Complete Guide

A company’s registered office is its official legal address recorded with the Registrar of Companies (ROC). This address is where all formal communications, legal notices, and statutory documents are sent. It is a mandatory disclosure in key company documents like the Memorandum of Association (MOA) and Articles of Association (AOA).

Sometimes, due to business growth, strategic relocation, or cost-saving reasons, companies need to change this registered office address. The process is governed by the Companies Act, 2013 and involves specific compliance steps, including board meetings, shareholder approvals, and filings with the ROC. The process varies depending on whether the move is within the same city, to a different city, or even to another state.

📍 What is a Registered Office?

The Registered Office of a company is the official address registered with the ROC in the jurisdiction where the company is incorporated. It acts as the company’s official communication hub for receiving all legal and government documents. Maintaining an updated registered office is crucial for compliance and transparency.

⚡ Why Change the Registered Office Address?

Companies may decide to change their registered office for various practical reasons:

• Better Location: To be nearer customers, suppliers, or better transport links.
• Growth & Expansion: Accommodate mergers, acquisitions, or larger teams.
• Cost Optimization: Move to areas with lower rent or operational costs.
• Market Access: Relocate closer to new or strategic markets.
• Legal Requirements: Comply with jurisdictional regulations.
• Brand Image: Establish presence in prestigious or business-friendly areas.

🔑 Four Key Scenarios for Registered Office Change

Depending on your business needs, the registered office change can fall into one of these categories:

1. Within the Same City, Town, or Village (Local Limits)
2. From One City to Another Within the Same ROC Jurisdiction
3. From One ROC Jurisdiction to Another Within the Same State
4. From One State to Another State

1️⃣ Change of Registered Office Within Local City Limits

When shifting the registered office within the same local limits (city, town, or village), follow these steps:

• Board Meeting: Pass a Board Resolution approving the shift and authorising officials for filing.
• ROC Filing: File Form INC-22 within 15 days of the Board Meeting, including:
  • Certified copy of the Board Resolution
  • Proof of new office address
  • Recent utility bill (not older than 2 months)
  • If leased, document showing right to use the premises
• Update Records: Change address on company letterheads, signboards, and all official documents after ROC approval.

2️⃣ Change of Registered Office From One City to Another Within Same ROC Jurisdiction

For moves outside local city limits but within the same ROC jurisdiction, the procedure includes:

• Board Meeting: Pass a Board Resolution to relocate and approve the General Meeting notice.
• General Meeting: Obtain shareholder approval via a Special Resolution.
• ROC Filings:
  • File Form MGT-14 (copy of Special Resolution and related documents) within 15 days.
  • File Form INC-22 (Board and Special Resolutions, address proof) within 15 days of General Meeting.
• Update Company Records: Change all official records post ROC approval.

3️⃣ Change of Registered Office From One ROC Jurisdiction to Another Within the Same State

Moving the registered office across ROC jurisdictions but within the same state requires a more detailed process:

• Board Meeting: Pass necessary resolutions and approve General Meeting notice.
• General Meeting: Pass Special Resolution for office relocation.
• ROC Filing:
  • File Form MGT-14 within 30 days of the Special Resolution.
• Consent & Notifications: Obtain consent from creditors and debenture holders; notify the state Chief Secretary.
• Application to Regional Director: Submit Form INC-23 with all relevant documents for approval.
• Regional Director’s Order: Wait for approval (typically within 15 days).
• Post-Approval Filing:
  • File Form INC-28 with the Regional Director’s order within 30 days.
  • File Form INC-22 with ROC within 60 days of the order.
• Update Records: Change company documents accordingly.

4️⃣ Change of Registered Office From One State to Another State

Relocating the registered office across states involves a comprehensive legal procedure:

• Board Meeting: Approve resolutions for shifting and MOA alteration; authorise petition filing.
• General Meeting: Pass special resolutions for change and MOA alteration.
• Creditors & Debenture Holders: Prepare lists and send notices for no objection certificates.
• Newspaper Advertisement: Publish public notices in English and vernacular newspapers.
• Regulatory Notifications: Inform ROC of existing state, SEBI (if applicable), Chief Secretary, and other authorities.
• Regional Director Application: File Form INC-23 with all documents (altered MOA, resolutions, affidavits, etc.).
• Regional Director’s Order: Approval after hearing/no objections (within 15-60 days).
• ROC Filing:
  • File Form MGT-14 (special resolutions) within 30 days.
  • File Form INC-28 (Regional Director’s order) within 30 days.
  • File Form INC-22 (new address details) within 15 days of order.
• Intimation & Update: Notify all authorities and update company records.

🤝 Why Choose IndiaFills for Registered Office Change?

IndiaFills stands out as your trusted partner for a seamless, hassle-free registered office change with:

• Expert Legal Guidance: Compliance with Companies Act 2013 and ROC procedures.
• End-to-End Support: From Board resolutions to ROC filings and post-approval updates.
• Efficient Process Management: Timely filings and follow-ups to avoid delays or penalties.
• Document Preparation: Assistance in drafting resolutions, notices, and affidavits.
• Personalised Assistance: Dedicated experts to guide you through each step.

Focus on growing your business — we handle the legal formalities!

📞 Ready for a Smooth Registered Office Change?

Contact IndiaFills today for expert assistance with your company’s registered office address change and ensure full compliance without stress.