Changing a Company's Registered Office in India: A Simple Guide

kanumillinagakarth
May 5
4 min read

Updated: May 23

Have you ever wondered what it takes to change a company's registered office in India? Whether you're moving the company to a new location in the same city or shifting to an entirely different state, this process involves several steps to ensure legal compliance. Don't worry, though – we've broken it down for you in simple terms.

Why Does It Matter?

A company’s registered office is more than just an address. It is where the company receives official communications and maintains important documents. Changing it involves notifying the authorities and following specific procedures laid out in the Companies Act. The address of the registered office needs to be mentioned in the Memorandum of Association (MOA) and Articles of Association (AOA) and must be informed to the Registrar of Companies (ROC).

Different scenarios and the processes:

The compliance process to be followed depends on how far the company is moving:

Within the same city or local limits.
Outside the local limits but under the same ROC.
Within the same state but under a different ROC.
From one state to another.

The scenarios are discussed below:

1. Changing the registered office within the same city.

The process is simplified below:

The company needs to pass a board resolution approving the change.
Within 15 days of moving, fill out a form (Form INC-22) and send it to the Registrar.
Documents to be attached in the form for address proof of the new office location, such as:
- Recent utility Bills
- Lease/rent agreement, if the space is leased or rented.
- No Objection Certificate (‘NOC’) from the owner if the office space is leased or rented.

2. Changing the registered office outside the local limits but under the same ROC.

The company needs to convene an Extraordinary General Meeting (EGM) to pass a special resolution approving of the change.
File Form MGT-14 within 30 days of passing the Special Resolution.
File Form INC – 22 within 30 days of the shift to the new address, attaching the following documents:
- Proof of ownership or rental agreement
- Copy of recent utility bills.
- No Objection Certificate (NOC) from the owner if the office space is leased or rented.

3. Moving to a Different City within the Same State

The company needs to pass a special resolution for the approval of a change in registered office within the same state but a different registrar by conducting an EGM. After passing the special resolution within 30 days, Form MGT-14 shall be filed.
Fill out a special application (Form No. INC-23) and send it to the Regional Director.
Documents to be attached in the form are:
Copy of MOA and AOA.
Copy of Notice of EGM.
Copy of Special Resolution.
Copy of Minutes of meeting
Related Board Resolutions
List of creditors and debenture holders.
Affidavit by the company secretary and directors regarding the correctness of the list of creditors.
Wait for the regional director to approve (usually within 15 days).
Once approved, inform the registrar within 30 days.

4. Moving to a Different State

The company needs to pass a special resolution for the approval of a change in registered office within the same state but a different registrar by conducting an EGM. After passing the special resolution within 30 days, Form MGT-14 shall be filed.
Fill out a special application (Form No. INC-23) and send it to the Regional Director.
The list of documents to be attached in the Form INC-23 are:
Copy of MOA and AOA.
Copy of Notice of EGM.
Copy of special resolution.
Copy of Minutes of meeting
Related Board Resolutions
List of creditors and debenture holders.
Affidavit by the company secretary and directors regarding the correctness of the list of creditors.
Affidavit from directors of the company regarding workmen compensation.
A declaration stating that no employee will be retrenched because of such change.
NOCs from creditors.

The following procedures must be followed to notify the stakeholders.

Advertise the change in local newspapers.
Inform by way of notice to all the creditors and debenture holders.
Notify various authorities like the Registrar and SEBI.
If anyone objects, the representatives of the company must attend hearings to resolve issues and obtain an NOC from the regional director within 30 days of filing.
Wait for the central government's approval (they have 60 days to decide).
Once approved, inform the registrars in both the old and new states.
Get a fresh incorporation certificate from the new state.

Important Things to Remember

Always display the company name clearly outside the new office.
Update all the official documents and the website with the new address.
If it is listed company changing more than just the address, there are extra steps to protect the company’s shareholders.
The company can't change its registered address if it is under investigation or facing prosecution.
Keep employee’s interests in mind – no layoffs just because of the move.

Time is of the essence

Most steps in this process have strict timelines. For example, the company usually has 15 days to inform authorities of changes, but this can extend to 60 days for certain financial companies. Adhere to these deadlines to avoid penalties.

In Conclusion

Changing the registered office might seem like a daunting task, but if these steps are followed strictly, compliance can be achieved briskly. Remember, it's all about keeping the right people informed at the right time. If there is ever a doubt, it's always a good idea to consult with a legal expert who can guide through the specifics of the situation.