Procedure for Changing Registered Office of a Company

Changing the registered office address of a company in India involves a series of legal procedures mandated by the Companies Act, 2013. The registered office serves as the official location where government notices and communications are sent. Any change in this address requires strict compliance with legal formalities to ensure smooth transitions and avoid penalties. The Companies Act, 2013 outlines specific procedures depending on the type of change, which can vary significantly based on factors such as location and jurisdiction.

Importance of the Registered Office Address

• The registered office address of a company in India holds significant importance as it acts as the official correspondence address for government notices, legal documents, and other communications.
• It is the address registered with the Ministry of Corporate Affairs (MCA) and displayed on all statutory documents, including the company’s letterhead, bills, and official communications.

Therefore, any changes to the registered office must be carried out in a legally compliant manner to maintain the company’s legal standing.

Reasons for Changing the Registered Office Address

1. Business Expansion: Companies often relocate to larger premises to accommodate business growth.
2. Cost Efficiency: Moving to a location with lower rental or operational costs.
3. Strategic Location: Companies may shift to a more commercially viable location.
4. Mergers or Acquisitions: A Change of address may result from restructuring or merging with another entity.
5. Legal and Compliance Requirements: Sometimes, legal requirements necessitate a change in the registered office.

Types of Change in Registered Office Address

The change in a company’s registered office address can be classified into four major categories based on the geographical relocation:

1. Within the Same City, Town, or Village: This type of change occurs when the registered office is relocated within the same local limits. It is the simplest form of address change and requires minimal documentation. A board resolution approving the change and filing of Form INC-22 with the ROC are necessary.
2. From One City, Town, or Village to Another Within the Same State and ROC Jurisdiction: This change involves moving the registered office within the same state while staying under the same ROC jurisdiction. It requires a board resolution, special resolution, Form MGT-14, and Form INC-22 within 30 days.
3. From One ROC Jurisdiction to Another Within the Same State: This involves relocating from one ROC jurisdiction to another within the same state, requiring Regional Director approval. Forms INC-23, MGT-14, INC-28, and INC-22 must be filed, along with publishing notices in newspapers.
4. From One State to Another: This is the most complex change, as it involves altering the MoA and obtaining central government approval. Forms required include INC-23, INC-28, and INC-22, along with amendments to the MoA and newspaper advertisements.

Documents Required for Changing the Address of a Company

Type of Change	Documents Required
1. Within the same city/town/village	Board Resolution approving the change Proof of the new address, such as Rent Agreement/Lease Deed Utility bill, such as electricity bills, not older than 2 months NOC from the property owner Form INC-22
2. From one city/town/village to another within the same state and ROC jurisdiction	Board Resolution Special Resolution passed in the General Meeting Amended MOA (if applicable)  Proof of the new address, such as Rent Agreement/Lease Deed Utility bill, such as electricity bills, not older than 2 months NOC from the property owner Form MGT-14 for filing Special Resolution Form INC-22 Photograph of the DSC affixing director inside and outside the company premises, along with the GPS location of the company (it shall be attached in the form INC-22)
3. From one ROC jurisdiction to another within the same state	Board Resolution Special Resolution passed in the General Meeting Application to the Regional Director (RD) through Form INC-23 Copy of amended MOA Proof of the new address Utility bill, such as electricity bills, not older than 2 months NOC from the property owner Form MGT-14 Form INC-28 Form INC-22 Photograph of the DSC affixing director inside and outside the company premises, along with the GPS location of the company (it shall be attached in the form INC-22)
4. From one state to another	Board Resolution Special Resolution passed in the General Meeting Approval from Central Government (Form INC-23) Amended MOA Certified copy of minutes of the General Meeting  Proof of the new address Utility bill (not older than 2 months) NOC from the property owner Form MGT-14 Advertisement in the Form INC-26 Form INC-28  Form INC-22 Photograph of the DSC affixing director inside and outside the company premises, along with the GPS location of the company (it shall be attached in the form INC-22)

Procedure for Changing the Registered Office Address

1. Change Within the Same City, Town, or Village:

• Step 1: Convene a board meeting to approve the change.
• Step 2: File Form INC-22 with the ROC 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 Different City or Town:

• Step 1: Pass a board resolution and a special resolution in a general meeting.
• Step 2: File 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 3: File Form INC-22 with the ROC within 30 days of changing the name of the company.

3. Change from One ROC Jurisdiction to Another:

• Step 1: Pass a board and special resolution.
• Step 2: Pass a Special Resolution
• Step 3: File the MGT-14 form within 30 days of passing the Special Resolution
• Step 4: File the form INC-23 with the ROC within 30 days of changing the registered address
• Step 5: File the form INC-28 containing the amended Memorandum of Association of the company
• Step 6: File Form INC-22 with the ROC within 30 days of changing the name of the company.

4. Change from One State to Another:

• Step 1: Convene a board meeting and pass a special resolution.
• Step 2: File Form MGT-14 within 30 days of passing the Special Resolution.
• Step 3: Publish the notice in newspapers (one in English and one in the local language) and advertise the change in the registered office address in the Form-26
• Step 4: Apply to the Regional Director using Form INC-23.
• Step 5: Serve notice to creditors and obtain their consent.
• Step 6: Obtain the order from the Regional Director.
• Step 7: File Form INC-28 to record the order.
• Step 8: File Form INC-22 to update the address with the Registrar of Companies (ROC).
• Step 9: Amend the Memorandum of Association (MoA) to reflect the new state.

Consequences

Failure to follow the proper procedures for changing the registered office address can result in penalties, including fines of up to ₹1 lakh or more. Timely submission of required forms and documents is essential to avoid legal issues.

Conclusion

Relocating the registered office address of a company is more than just a change of location; rather, it is a formal process governed by strict legal regulations. Whether shifting within the same city or moving to a different state, companies must carefully follow the prescribed steps to avoid legal issues. By staying compliant, obtaining necessary approvals, and maintaining accurate records, businesses can ensure a smooth transition. Proper planning and execution not only help in meeting statutory requirements but also demonstrate a company’s commitment to legal compliance and operational transparency.