+91 7305 345 345Change in Registered Office Address
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All Indian-incorporated businesses are required to have a registered office address. It serves as the main site of business. This office receives all formal communications from the Registrar. You must first register with ROC if you have to move your principal place of business for any reason, including moving to a different city, state, or even outside of the state. Official correspondence and any legally needed notices addressed to the company are forwarded to its registered office.
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Change in Registered Office Address of a Company in India
Changing the registered office address of a company in India involves legal procedures as mandated by the Companies Act, 2013. The registered office is the official location where government notices and communications are sent, and any change requires careful compliance. There are four primary types of changes: within the same city, from one city to another within the same state, from one ROC jurisdiction to another within the state, and from one state to another. Each type has distinct procedures, documentation requirements, and approvals. For instance, changes within the same city require only a board resolution, whereas interstate changes necessitate approval from the central government and amendments to the Memorandum of Association (MoA). Failure to comply within the specified timelines can result in fines ranging from ₹1,000 per day to ₹25 lakhs, depending on the nature of the change.
Memorandum of Association (MoA)
The Memorandum of Association (MoA) is the heart and soul of the company, which outlines its constitution. It serves as a charter for the company, defining the fundamental conditions under which it operates. The Memorandum of Association of a company includes the following clauses:
1. Name Clause:
- It specifies the name of the company.
- For a public limited company, the word “Limited” must be used at the end.
- For a private limited company, the name must end with “Private Limited.”
2. Registered Office Clause:
It mentions the state in which the company’s registered office is located, which helps in determining the jurisdiction of the Registrar of Companies (ROC).
3. Objects Clause:
- This clause states the main objectives for which the company is incorporated.
- It includes incidental or ancillary objects that support the main objectives.
- Helps in defining the scope of activities the company can legally undertake.
4. Liability Clause:
- It defines the extent of liability of the members of the company.
- In companies limited by shares, liability is limited to the unpaid amount on shares held.
- In companies limited by guarantee, liability is limited to the amount members undertake to contribute if the company is wound up.
5. Capital Clause:
- This clause specifies the company's authorized share capital.
- It includes details about the division of capital into shares of fixed denominations.
6. Association or Subscription Clause:
- This clause contains subscribers' declarations to form the company.
- It states its intention to acquire shares and become a part of the company.
7. Nomination Clause (for One Person Company):
- This clause is mandatory for One Person Companies (OPCs) only.
- It mentions the nominee who will take over in case of the sole member’s death or incapacity.
What is the Registered Clause in the Memorandum of Association of a Company?
The Registered Clause in the Memorandum of Association (MOA) of a company refers to the clause that specifies the location of the company’s registered office. This clause is one of the mandatory parts of the MOA as prescribed under Section 4(1)(a)(ii) of the Companies Act, 2013. This clause specifies the name of the state in which the registered office is located.
Purpose and Importance:
- The Registered Clause clearly states the state in which the registered office of the company is situated.
- It establishes the jurisdiction of the Regional Director, Registrar of Companies (ROC), and other authorities related to the company.
- This clause also determines the legal venue for all official communications, notices, and service of documents.
- The registered office is the official address where the company’s statutory records (such as registers of members, directors, etc.) are kept and made available for inspection
Legal Implications:
Under Section 12 of the Companies Act, 2013, every company must have a registered office within 15 days of incorporation. The Registered Office Clause in the Memorandum of Association (MOA) must align with the actual registered office address filed with the Registrar of Companies. If the company shifts to a different state, any change in the registered office address may require alteration of this clause.
Types of Change in Registered Office Address
There are four primary types of changes:
- Within the same city, town, or village: This type of change occurs when the registered office is relocated within the same city, town, or village. This is the simplest form of address change as it does not alter the jurisdiction of the Registrar of Companies (ROC). Since the company remains within the same local limits, there is no need to alter the Memorandum of Association (MOA).
- From one city, town, or village to another within the same state and ROC jurisdiction: This involves relocating the registered office from one city, town, or village to another within the same state and ROC jurisdiction. Though the ROC jurisdiction remains unchanged, this type of move requires more formalities than the first type
- From one ROC jurisdiction to another within the same state: This type of change occurs when a company relocates its registered office from one ROC jurisdiction to another within the same state. Since this type of change involves a shift in ROC jurisdiction, the company must obtain approval from the Regional Director (RD).
- From one state to another: This is the most complex change, when the registered office is relocated from one state to another. This involves modifying the MOA to reflect the new state and obtaining approval from the Central Government.
Documents Required for Changing the Address of a Company
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Type of Change |
Documents Required |
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1. Within the same city/town/village |
|
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2. From one city/town/village to another within the same state and ROC jurisdiction |
|
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3. From one ROC jurisdiction to another within the same state |
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4. From one state to another |
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Online Procedure for Changing the Registered Office Address
Changing the address for each type of company is different for every kind of company:
1. Change within the same city/town/village
- Step 1: Board Resolution: Convene a board meeting to pass a resolution approving the change.
- Step 2: File the Form INC-22: File the Form INC-22 within 30 days from the resolution date and attach Board resolution, address proof (rent agreement/lease deed), utility bill, and NOC from the owner.
2. Change within the same state but from one city/town/village to another
Step 1: Board Meeting: Pass a resolution for the proposed change and issue a notice to call and conduct a general meeting to obtain the consent of members to approve the change in the registered address of the company.
Step 2: Special Resolution in a General Meeting: Obtain shareholder approval through a special resolution with 75% votes.
Step 3: File MGT-14: File the Form MGT-14 with the ROC within 30 days of passing the Special Resolution and attach the following documents with the form:
- Certified copy of the Board Resolution approving a change in the registered office
- Notice for the General Meeting along with an Explanatory Statement
- Certified copy of the Special Resolution
Step 4: File INC-22: File MGT-14 and INC-22 with the ROC within 30 days of changing the registered address of the company, and attach the following documents:
- Certified copy of the Board Resolution approving a change in the registered office
- Proof of proposed registered office address or a copy of utility bills not longer than two months
- Proof that the company is permitted to use the address as its registered office.
3. Change from one ROC jurisdiction to another within the same state
Step 1: Board Meeting and Special Resolution: Convene a board meeting and conduct a general meeting to obtain the consent of members to approve the change in the registered address of the company.
Step 2: Special Resolution in a General Meeting: Obtain shareholder approval through a special resolution with 75% votes.
Step 3: File MGT-14: File the Form MGT-14 with the ROC within 30 days of passing the Special Resolution and attach the following documents with the form:
- Certified copy of the Board Resolution approving a change in the registered office
- Notice for the General Meeting along with an Explanatory Statement
- Certified copy of the Special Resolution
- Amended copy of the Memorandum of Association
Step 4: File INC-23: File the form INC-23 with the ROC within 30 days of changing the registered address of the company and attach the following documents:
- Certified copy of the Board Resolution approving a change in the registered office
- Certified copy of the special resolution approving the amendment or change
- Amended copy of the Memorandum of Association
- Minutes of the general meeting
- A declaration by the key managerial personnel or any two directors authorised by the board of directors that the company has not made any default in payment to its workmen
- Declaration not to seek to change any jurisdiction of code where cases of prosecution are pending
- Acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and declaration that the interest of employees is not adversely affected due to the proposed shifting of the office address
Step 5: File INC-28: File the Form INC-28 with the ROC and attach the following documents:
- Copy of the order of the court, NCLT, or order by any other competent authority.
- Amended copy of the Memorandum of Association
Step 6: File INC-22: File the form INC-22 with the ROC within 30 days of changing the registered address of the company and attach the following documents:
- Certified copy of the Board Resolution approving a change in the registered office
- Certified copy of the special resolution approving the amendment or change
- Amended copy of the Memorandum of Association
- Proof of the proposed Registered Office Address of the Company
- Proof that the company is permitted to use the address as its registered office.
4. Change from one state to another
Step 1: Board Meeting: Hold a board meeting to approve the following:
- The proposed place for the change of registered office is under the jurisdiction of a different ROC.
- Notice for the general meeting.
- Advertisement to be published for the change of the address of the registered office
- List of creditors and debenture holders
Step 2: Special Resolution: Hold a general meeting to pass a special resolution approving the new address as the registered office.
Step 3: File MGT-14: File the Form MGT-14 with the ROC within 30 days of passing the Special Resolution and attach the following documents with the form:
- Certified copy of the Board Resolution approving a change in the registered office
- Notice for the General Meeting along with an Explanatory Statement
- Certified copy of the Special Resolution
- Amended copy of the Memorandum of Association
Step 4: Advertise the change of registered office address in the Form-26 within 30 days of filing Form INC-23.
Step 5: File INC-23: File the Form INC-23 with the ROC within 30 days of passing the Special Resolution and attach the following documents:
- Certified copy of the Board Resolution
- Certified copy of the Special Resolution approving the alteration
- Amended copy of the Memorandum of Association
- Minutes of the General Meeting
- A declaration by the key managerial personnel or any two directors authorised by the board of directors that the company has not made any default in payment to its workers.
- A declaration by the key managerial personnel or any two directors authorised by the board of directors that the company has either:
- Consent of the creditors for the proposed shifting OR
- The company has paid its dues
- Declaration not to seek any change in the jurisdiction of the court where cases for prosecution against the company are pending
- Acknowledged copy of intimation to the Chief Secretary of the state government on the Union Territory where the registered office of the company is located
- Advertisement in the Form INC-26
- List of creditors and debenture holders
- A declaration signed by the Company Secretary of the company, two directors of the company (one of them must be the managing director), stating that no employee shall be retrenched as a consequence of the shifting of the registered office of the company from one state to another state
- Declaration by the complete Company Secretary of the company, two directors of the company (one of them must be the managing director), stating that they have made a full inquiry into the affairs of the company and have concluded that the list of creditors is correct and there are no debts or claims against the company to their knowledge.
Step 6: File INC-28: File the Form INC-28 with the ROC and attach the following documents:
- Copy of the order of the court, NCLT, or order by any other competent authority.
- Amended copy of the Memorandum of Association
Step 7: File INC-22: File the form INC-22 with the ROC within 30 days of changing the registered address of the company and attach the following documents:
- Certified copy of the Board Resolution approving a change in the registered office
- Certified copy of the special resolution approving the amendment or change
- Amended copy of the Memorandum of Association
- Proof of the proposed Registered Office Address of the Company
- Proof that the company is permitted to use the address as its registered office.
Deadlines and Penalties for Changing the Registered Office Clause of a Company
|
Type of Change |
Due Date |
Penalty for Non-Compliance |
|
Within the same city/town/village |
File Form INC-22 within 30 days from the date of the board resolution |
Fine of ₹1,000 per day, up to a maximum of ₹1 lakh |
|
From one city/town/village to another (same state) |
File Form MGT-14 within 30 days and INC-22 within 30 days after passing the special resolution |
Fine ranging from ₹50,000 to ₹5 lakhs |
|
From one ROC jurisdiction to another (same state) |
File INC-23 to RD, INC-28 upon approval, and INC-22 within 30 days after the RD's order |
Fine up to ₹1 lakh and, in some cases, ₹5,000 per day of default |
|
From one state to another |
File MGT-14 within 30 days, INC-23 for CG approval, INC-28 post-approval, INC-22 within 30 days |
Fine from ₹1 lakh to ₹25 lakhs, and ₹1,000 per day if the day continuous |
Why Choose Kanakkupillai?
Changing your business's registered office clause can be a tedious process. It requires meticulous attention to legal requirements, proper documentation, and timely submissions. At Kanakkupillai, we help make the transition smooth and hassle-free.
- We Simplify the Legal Process: Relocating your registered office, whether within the same state or to another state, involves multiple legal steps. Our team simplifies this entire process to ensure that your company remains compliant at every stage. We break down the legal jargon and guide you through the necessary changes in the Memorandum of Association (MOA).
- Handling all your Paperwork: At Kanakkupillai, we take care of everything, from drafting resolutions and filing MGT-14 to ensuring that all procedural requirements are met efficiently.
- Ensuring Timely Filings and Compliance: A single missed step or delayed filing can result in substantial penalties or unnecessary delays. Our team keeps track of every deadline, from passing board resolutions to submitting the necessary forms.
- Clear and Transparent Pricing: Our pricing model is clear, with no hidden charges or unexpected costs. Know what you are paying for!
- Trusted by thousands of businesses across India.
From startups and private companies to large enterprises, over 1,00,000 businesses have trusted Kanakkupillai for their legal and compliance needs. We bring that experience to every client we serve.
Frequently Asked Questions
Can a company change its registered office address at any time?
Yes, a company can change its registered office address, but it must follow the prescribed legal procedures based on the type of address change (within the same city, to another city within the same state, from one ROC jurisdiction to another, or from one state to another).Can a company have multiple registered offices?
No, a company can have only one registered office at a time. However, it can have multiple branch offices or corporate offices.Is it mandatory to update the registered office address in the MOA?
Yes, if the change involves shifting from one state to another, the registered office clause in the MOA must be updated.What happens if the registered office address is not updated after relocation?
Non-compliance can result in hefty penalties, legal complications, and difficulty in receiving statutory communications.Do companies need shareholder approval for changing the registered office within the same city?
No, shareholder approval is not required if the change is within the same city, town, or village. A board resolution suffices.What are the consequences of non-compliance with the due date for filing forms?
Companies may face monetary fines, additional fees, and potential legal repercussions from the ROC.Can a registered office be changed before incorporation is completed?
No, the change can only occur after the company is incorporated and registered with the ROC.Are there any restrictions on choosing a new registered office address?
Yes, the address should be a physical location where statutory records are maintained, not a virtual location, not an imaginary one, not a piece of land, and not under construction.Is Central Government approval required for all types of address changes?
No, central government approval is required only when the change involves shifting from one state to another.Can a change from one ROC jurisdiction to another within the same state happen without RD approval?
No, the company must obtain approval from the Regional Director (RD) when changing ROC jurisdiction.What forms are required to change the registered office within the same city?
To change the registered office within the same city, you need to file Form INC-22 with the ROC, along with necessary documents such as the board resolution and address proof.Is newspaper publication mandatory for address changes?
Yes, when changing from one state to another, a public notice must be published in at least two newspapers.Can a registered office be shifted to a residential address?
Yes, as long as the location complies with municipal regulations and is used to maintain statutory records.What makes Us Different
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