Change of Registered Office

A registered office is the official address of a company, as mentioned under Section 12 of the Companies Act, 2013. This is where all official communications, notices, and documents are sent. A company must establish its registered office within 30 days of incorporation, and the address must be communicated to the Registrar of Companies (RoC).

However, businesses may need to change their registered office for various reasons such as expansion, cost optimization, moving closer to clients, or operational convenience. The change could occur within the same city, across the state, or even to another state. Each of these scenarios requires a specific set of procedures to ensure compliance with the law.

Registered Office of a Company

A registered office is the address of a company as recorded with the Ministry of Corporate Affairs (MCA) and is considered the official correspondence location. Any changes in this address must follow a formal procedure laid out under the Companies Act, 2013, to ensure compliance with statutory requirements.

Reasons for Changing a Company's Registered Office

1. Expansion and Growth: As a company grows, it might need a larger space to accommodate more employees or better facilities, prompting a move to a new location.

2. Cost Optimization: Companies may relocate to reduce operational costs, such as moving from a high-rent area to a more affordable location.

3. Proximity to Clients or Market: Shifting the office closer to key clients or target markets can improve customer service and business efficiency.

4. Operational Efficiency: A more central or strategically located office may help streamline business operations, reduce commute times for employees, or improve logistical support.

5. Regulatory Benefits: Companies might move to take advantage of favorable tax policies or business incentives offered by certain states or regions.

6. Infrastructure Issues: External factors such as inadequate infrastructure, traffic congestion, or unplanned construction could push companies to relocate their office to a more suitable area.

When a company decides to change its registered office, the process varies based on the proximity of the new location to the current one. Depending on whether the office is moved within the same city, across different cities within the same state, or to another state altogether, different legal procedures and approvals are required. The Companies Act, 2013, outlines specific rules for each scenario to ensure proper compliance.

Process for Shifting the Registered Office Within the Same City or Local Limits

When a company decides to shift its registered office within the same city or local limits, focus is on passing a board resolution and notifying the Registrar of Companies (RoC) about the new address.

Board Meeting:

1. The company must hold a board meeting to pass a board resolution approving the change of the registered office within the same local limits.

Form INC-22 Filing:

After passing the resolution, the company must file Form INC-22 with the Registrar of Companies (RoC) within 15 days of the resolution.

The following documents must be attached to the form:

1. Certified copy of the board resolution.
2. Proof of the new address (e.g., utility bills, rent agreement, or property ownership papers).
3. No Objection Certificate (NOC) from the property owner if the office is on rented premises.

Update Company Records:

1. Once the new office is registered, update the registered office address in all company documents, letterheads, business cards, and communication materials.

Procedure for Change of Registered Office Within the Same State but Outside Local Limits

When a company shifts its registered office to another location within the same state but outside the local limits (e.g., from one city to another), the procedure involves the following regulatory steps:

Board Meeting:

1. The company must convene a board meeting to approve the proposal to change the registered office and authorize the necessary actions.
2. A resolution is passed to call a general meeting of shareholders.

General Meeting and Special Resolution:

1. A general meeting of the shareholders must be held to pass a special resolution approving the change of the registered office to another city within the same state.
2. The special resolution must be filed with the Registrar of Companies (RoC) using Form MGT-14 within 30 days of passing it.

Board Meeting:

1. The company must hold a board meeting to pass a board resolution approving the change of the registered office within the same local limits.

2. A resolution is passed to call a general meeting of shareholders.

General Meeting and Special Resolution:

1. A general meeting of the shareholders must be held to pass a special resolution approving the change of the registered office to another city within the same state.
2. The special resolution must be filed with the Registrar of Companies (RoC) using Form MGT-14 within 30 days of passing it.

Filing of Form INC-22:

1. After passing the special resolution, the company must file Form INC-22 with the RoC within 30 days to notify the change of address.
2. Attachments required with Form INC-22 include:
   1. Certified copy of the special resolution.
   2. Proof of the new office address (e.g., utility bill, rent agreement, or ownership proof).
   3. No Objection Certificate (NOC) from the property owner if the premises are rented.
   4. Copy of the board resolution approving the move.

Update Company Records:

1. After the RoC approves the change, the company should update its registered office address in all statutory records, business documents, and communications.

Procedure for Changing the Registered Office to a Different City Under a Different Registrar of Companies (RoC)

When a company decides to change its registered office to a different city, thus coming under the jurisdiction of a different Registrar of Companies (RoC), it must follow a specific set of procedures to ensure compliance with the Companies Act, 2013.

Board Meeting:

1. Conduct a Board meeting to propose the change of registered office and pass a resolution to call an Extraordinary General Meeting (EGM).

EGM and Special Resolution:

1. Hold the EGM to pass a Special Resolution approving the change of the registered office.

Filing Form MGT-14:

1. File Form MGT-14 with the ROC within 30 days of passing the Special Resolution to change the registered office.

Publication and Notice: Before filing the application with the Regional Director, the company must:

1. Publish a notice in at least one daily English newspaper and a local newspaper in the district where the current registered office is located.
2. Serve individual notices to each depositor, debenture holder, and creditor, informing them of the proposed change and the ability to raise objections within 21 days of the notice publication.

Confirmation from Regional Director:

1. If no objections are received, the Regional Director will communicate the confirmation within 30 days from receiving the application.

Filing Confirmation with ROC: After receiving confirmation from the Regional Director, file Form INC-22 with the ROC within 60 days.

Key Documents Required for Form INC-23:

1. Board Resolution: For changing the registered office.

2. Special Resolution: Passed by the company.

3. Declaration: By any two directors or key managerial personnel stating there are no defaults in paying dues and that creditors have consented.

4. Intimation to Chief Secretary: Acknowledged copy regarding the proposed change and assurance that employees' interests will not be affected.

Update Company Records:

1. Once the new registered office is registered, update all company records, including statutory registers, letterheads, business cards, and other communications.

Procedure for Changing the Registered Office to Another State

Board Meeting: Convene a Board meeting to propose the change of registered office and pass a resolution for calling an Extraordinary General Meeting (EGM).

Hold EGM: Hold the EGM to pass a Special Resolution approving the change of registered office to another state.

Filing Form MGT-14: File Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the Special Resolution.

Filing Form INC-23: File Form INC-23 with the Regional Director seeking approval for the change of registered office to another state. This application is submitted to the Central Government, which is represented by the Regional Director.

Publication and Notice: Before filing the application with the Regional Director, the company must:

1. Publish a notice of the proposed change in at least one English newspaper and one local newspaper in the district where the current registered office is located.
2. Serve individual notices to each depositor, debenture holder, and creditor of the company. This notice must inform them that their interests may be affected and invite them to express any objections within 21 days of the notice publication.

Approval from Regional Director:

1. The Regional Director, acting on behalf of the Central Government, will review the application. If there are no objections received within the stipulated time, the Regional Director will provide confirmation within 30 days of receiving the application.

Filing Form INC-22:

1. After receiving approval from the Regional Director, file Form INC-22 with the ROC in the new state within 60 days. This form must include:
   1. The new registered office address.
   2. Proof of the new address (e.g., utility bill, rental agreement).
   3. A copy of the Special Resolution.
   4. The order from the Regional Director.

Key Documents Required for Form INC-23

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

1. Board Resolution: For changing the registered office.

2. Special Resolution: Passed by the company.

3. Declaration: By any two directors or key managerial personnel stating that the company has not defaulted in paying its dues to its workmen and has obtained the creditors’ consent for shifting the office.

4. New Address Proof: Supporting documents for the new registered office.

5. Updating Records: Update all statutory records, letterheads, business cards, and any other company documentation to reflect the new registered office address.

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