INTRODUCTION
A company’s Registered Office serves as its official, legal address the place where all government correspondence, legal notices, and communications from the Registrar of Companies (ROC) are sent. This address is mentioned in key documents such as the Memorandum of Association (MOA) and Articles of Association (AOA).
Over time, a business may need to change its registered office due to expansion, relocation, administrative convenience, or strategic reasons. The procedure for changing a company’s registered office is clearly defined under the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014.
Depending on where the company is moving within the same city, to another city, or even to a different state the compliance process and required approvals vary.
MEANING OF REGISTERED OFFICE
The registered office is the official address of a company as recorded with the Registrar of Companies (ROC). It is the principal place where:
- All official documents and government communications are sent.
- Legal notices and tax correspondence are addressed.
- Company books and statutory records are maintained.
Every company must have a registered office from the date of incorporation, and any change to this address must be promptly reported to the ROC.
WHY COMPANIES CHANGE THEIR REGISTERED OFFICE
A change in the registered office address can be driven by several business and strategic reasons, such as:
- Expansion and Growth: Moving to larger premises due to business scaling or team expansion.
- Operational Convenience: Relocating closer to clients, suppliers, or key business hubs.
- Cost Optimization: Moving to areas with lower rent, taxes, or operational expenses.
- Improved Connectivity: Access to better transport, logistics, or infrastructure.
- Regulatory Needs: Compliance with local laws or zoning requirements.
- Corporate Image: Shifting to a prime business district to enhance brand visibility and credibility.
TYPES OF REGISTERED OFFICE CHANGE
The procedure for changing a company’s registered office depends on where the new office is located. There are four main categories under the Companies Act:
Each type of relocation requires a different level of approval and documentation.
1. CHANGE OF REGISTERED OFFICE WITHIN THE SAME CITY, TOWN, OR VILLAGE
If a company moves its registered office within the local limits of the same city or town, the process is relatively simple.
Procedure:
I. Board Meeting:
- Conduct a Board Meeting and pass a resolution approving the change.
- Authorize a director or company secretary to file the necessary forms with the ROC.
II. Filing with ROC (Form INC-22):
- File Form INC-22 within 15 days of the resolution.
- Attach proof of the new address (rent agreement, ownership proof, utility bill, NOC if rented).
III. Update Records:
- Once approved, update the address on all company records, signage, invoices, and statutory documents.
2. CHANGE OF REGISTERED OFFICE TO ANOTHER CITY (SAME ROC JURISDICTION)
When the registered office is moved outside the local limits but within the jurisdiction of the same ROC, both Board and Shareholder approvals are required.
Procedure:
i. Board Meeting: Pass a resolution to propose the change and call an Extraordinary General Meeting (EGM).
ii. General Meeting: Pass a Special Resolution approving the change.
iii. Filing Requirements: File Form MGT-14 within 30 days of passing the resolution.
:File Form INC-22 within 15 days with proof of the new office.
iv. Post-Approval: Update all business communication, statutory records, and letterheads.
3. CHANGE FROM ONE ROC JURISDICTION TO ANOTHER (WITHIN THE SAME STATE)
When a company shifts its registered office to an area under another ROC within the same state, additional approvals are needed.
Procedure:
- Board and Shareholder Approval: Pass both Board and Special Resolutions to approve the shift.
- Application to Regional Director (Form INC-23): Submit an application to the Regional Director (RD) along with supporting documents and declarations.
- ROC Filings: After receiving the RD’s approval, file Form INC-28 (RD order) and Form INC-22 (new address) with both ROCs.
- Final Steps: Once the change is registered, update the new address across all official records and communications.
4. CHANGE OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER
This is the most detailed procedure, as it involves altering the Memorandum of Association (MOA) and obtaining approval from the Regional Director.
Procedure:
i. Board Meeting:
- Pass resolutions for shifting the office and altering the MOA.
- Authorize officials to file the application and handle compliance.
ii. Shareholders’ Approval:
- Hold a General Meeting and pass a Special Resolution approving the state-wise change.
iii. Notifications and Public Notices:
- Notify creditors, debenture holders, and publish notices in both English and vernacular newspapers (as per Form INC-26).
- Send intimation to concerned state authorities and ROC.
iv. Application to Regional Director (Form INC-23):
- File an application with all supporting documents including resolutions, MOA, and NOC from creditors.
v. Approval & Filing:
- Upon approval, file the RD’s order in Form INC-28 and the new office details in Form INC-22 within 15 days.
vi. Final Compliance:
- Update all company stationery, records, and communication channels with the new registered office details.