A company's registered office is its official address registered with the Registrar of Companies (ROC). This is typically the place where all company communications and legal notices are received. Under the Companies Act, 2013, companies incorporated in India can change their registered office within the same city, state or outside the state with proper procedure. Here is an overview of the process and requirements for changing a registered office in India
Why Change the Registered Office?
There are several reasons a company may want to change its registered office. Some key reasons include:
To move to a better location from an operational and logistical perspective
To move to a city or state that offers better infrastructure and business-friendly policies
To establish presence in a new market or city for strategic growth
Merger or acquisition leading to shifting of operations
Need to reduce rental and operational costs
Procedure for Change Within the Same City
If a company wants to change its registered office within the same city or district, the process is straightforward:
The company will need approval from its Board of Directors for shifting the registered office. This should be documented in the board resolution.
File the certified copy of the board resolution with the ROC in e-Form INC-22 along with the fee within 15 days of passing board resolution.
The new address must be provided. E-form INC-22 must be digitally signed by a director, manager or secretary of the company.
Upon satisfied review of the e-form, ROC will issue a certificate for change of address within 15 days.
Intimate the new address to authorities like income tax, goods and service tax (GST) etc. within 30 days.
Update the new address on company letterheads, websites, other official documents going forward.
Procedure for Change within the Same State
If the change is within the same state but different ROC jurisdiction, a few additional steps are required:
Pass board resolution approving the change of address.
Pass Special Resolution at the EGM
File e-form MGT-14 within 30 days of passing special resolution
File e-form INC-23 with RD and pay necessary fee.
A public notice must be published in local newspapers (one in English, one in vernacular language) within 30 days.
Send copies of notice to the ROC. After satisfying themselves, ROC will issue certificate for change in around 30 days.
Intimate the authorities and update new address everywhere.
Procedure for Change Outside the State
If the company wants to move its registered office outside the state, the process is more extensive:
Hold Board Meeting, pass board resolution
Conduct EGM, pass special resolution
File e-form MGT-14 within 30 days of passing special resolution
Prepare List of Creditors and Debenture Holders. The list should be duly verified by an affidavit and should be certified by the Statutory Auditors of the Company.
Publish a notice in Form INC-26 in atleast one English newspaper and one Vernacular language newspaper.
Application/Petition shall be filed with ROC in e-form GNL-1
File E-form INC-23 for application to R.D. within one month
Submit Hard copy of the Application/Petition along with all documents and filed INC-23 along with challan at Concerned Regional Director Office.
The RD shall hold a hearing or pass an order within 15 days in case of no objection received. In case of any objection, hold a hearing or pass an order within 60 days.
File the order received from in E-form INC-28 to the ROC for its registration within 30 days
File E-form INC-22 for notice of change of situation of registered office of the company within 30 days of approval of the new address
Inform all the relevant authorities including Income tax department, GST authorities, bankers, etc. post shifting.
Key Points to Remember
When changing registered office, companies must ensure these key things:
Choose the new location strategically based on business needs and growth plans.
Pass the relevant board resolution or shareholder's special resolution as required.
Strictly follow the procedures prescribed under Companies Act 2013 based on type of change.
Intimate all concerned stakeholders be it regulatory authorities, vendors or clients about the new address.
Update the address change on the MCA portal, PAN, TAN, GSTN and all other places.
Change the address on the letterhead, website, marketing material etc. after ROC approval.
Respond promptly to any queries or document requests from the ROC.
With proper planning and by following the prescribed process, Indian companies can smoothly change
their registered office address. Maintaining updated records with accuracy
helps avoid any regulatory issues or compliance penalties
JJ Tax
