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Change of Registered Address of a Company

Change of registered office of a Company

Every company needs to have a registered office within thirty days of its incorporation as per the Companies Act, 2013(Act). A company should have a registered office at all times until it is in existence. The registered office is mentioned in the Memorandum of Association (MOA) and Articles of Association (AOA).

However, a company may be required to change its registered office any time. In such a case, the company needs to follow the compliances laid down in the Act and the Companies (Incorporation) Rules, 2014. The compliances to be followed by a company in different situation.

Change of registered office within the same city

The Compliances and procedures for change of registered office of a company within the local limit of the same city, village or town are as follows:

  • The company will have to hold a Board meeting and pass a Board resolution for changing the registered office.
  • Form INC-22 needs to be field with the ROC within fifteen days of passing the Board resolution.

Change of registered office outside the city under the same ROC

The compliances for change of registered office of a company outside the local limits of the city or town where it is situated but under the jurisdiction of the same ROC are as follows:

  • The company needs to conduct a Board meeting and pass a resolution for calling the Extraordinary General Meeting (EGM).
  • In the EGM, the company needs to pass a Special Resolution for changing the registered office.
  • Form INC-22 and MGT-14 have to be filed with the ROC within 30 days of passing the Special Resolution to change the registered office outside the local limits of the city/town but under the jurisdiction of the same ROC.

Change of registered office outside the city under different ROC

The compliances for change of registered office of a company outside the local limits of the city or town where it is situated and from the jurisdiction of one ROC to another ROC within the state are as follows:

  • The company needs to conduct a Board meeting and pass a resolution for calling the EGM.
  • In the EGM, the company needs to pass a Special Resolution for changing the registered office.
  • Form MGT-14 needs to be filed with the ROC within 30 days of passing the special Resolution to change the registered office.
  • The company should file INC-23 to the Regional Director for approval to shift its registered office from the jurisdiction of one ROC to another ROC within the state.
  • Before one month of filling the application with the regional Director, the company should publish a notice of change of office in a daily English news paper and the principal language newspaper of that district in which the company‘s registered office is situated, serve individual notice on each depositor, debenture holder and creditor of the company.
  • The company shall file the confirmation of the Regional director with the ROC in Form INC-22 within 60 days from the receipt of the confirmation.

Change of registered office from one state to another state

The compliances for change of registered office from one state to another state are as follows:

  • The company needs to conduct a Board meeting and pass a resolution for calling EGM and other MOA through a Special Resolution.
  • In the EGM the company needs to pass special Resolution for changing the registered office from one state to another state and alternative the MOA of the company.
  • Form MGT-14 must be filed with the ROC within the 30 days of passing the special Resolution. The company should file Form INC-23 to the Regional Director.
  • Before one month of filling the application with the Regional Director, the company should publish a notice of change of office in a daily English newspaper and in the principal language newspaper at that district in which the registered office of the company is situated. Serve individual notice on each depositor, debenture holder and creditor of the company.
  • If there are no objections, the Central government will dispose of the application for change in the registered office within 60 days.

Compliances after ROC Approval for Change in Registered Office

The compliances that a company needs to follows are

  • The company can issue a general notice by way of an advertisement in a newspaper informing all the members and stakeholders about the change of the company’s registered office.
  • Printing of new MOA and changing the address of the company’s registered office outside of every office. Update the address with all the banks, change the company address in PAN and TAN. Update the new address with government authorities like Customs Authorities, Central Excise, and Sales Tax Authorities.

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