Registered Office Change

Company Registered Office Change

A company's registered office is its official address recorded with the Registrar of Companies, where formal communications, legal documents, and official notices are received.

A company may change this address because of growth, cost management, access to customers or suppliers, regulatory needs, or a more suitable location. The required procedure depends on whether the move is within the same city, to another city, between ROC jurisdictions, or to another state.

LegallensIndia assists companies with the approvals, documentation, and ROC filings required for a smooth and compliant registered-office transition.

Registered Office of a Company

The registered office is the official address legally registered with the Registrar of Companies in the jurisdiction where the company is incorporated.

Maintaining a registered office is a legal requirement, and its address must be disclosed in foundational documents such as the Memorandum of Association and Articles of Association.

A change must follow the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014.

Reasons for Changing a Registered Office

• Better location: Moving closer to customers or suppliers or gaining better facilities and transport links.
• Growth and expansion: Accommodating a larger team or consolidating offices after a merger or acquisition.
• Cost savings: Reducing rent, taxes, or other operating costs.
• Market reach: Entering new markets or moving nearer to a particular customer base.
• Legal compliance: Meeting a requirement to operate from a particular area.
• Company image: Relocating to a prestigious area to improve appeal to clients and investors.

Four Registered Office Change Scenarios

• Within the local limits of the same city, town, or village.
• From one city to another within the same ROC jurisdiction.
• From the jurisdiction of one ROC to another within the same state.
• From one state to another state.

Change Within the Same City, Town, or Village

Step 1: Board Meeting

Convene a Board Meeting and pass a resolution approving the move within local limits. The Board must also authorise company officials to complete the e-filing and other actions needed to implement the resolution.

Step 2: File Form INC-22

Within 15 days of the meeting, file Form INC-22 with a certified copy of the Board Resolution, proof of the new address, and a utility bill not older than two months. If the premises are leased or not owned by the company, include evidence of the company's right to use the address.

Step 3: Update Company Records

After ROC approval, update the registered address on letterheads, banners, signboards, official correspondence, and other relevant documents and records.

Change to Another City Within the Same ROC Jurisdiction

Step 1: Board Approval

The Board must approve the relocation beyond the current local limits, authorise officials to implement it, approve the notice calling a General Meeting, and authorise dispatch of the notice to shareholders, directors, and auditors.

Step 2: General Meeting

Send the approved notice by post, courier, or email and hold the General Meeting. Shareholders must pass a Special Resolution approving the relocation outside the existing local limits.

Step 3: File Form MGT-14

File the certified Special Resolution, explanatory statement, and Extraordinary General Meeting notice with the ROC in Form MGT-14. The supplied content calls for filing within 15 days for this process while noting the Companies Act period of 30 days. Retain the Service Request Number for subsequent filings.

Step 4: File Form INC-22

Within 15 days of the General Meeting, file Form INC-22 with certified copies of the Board and Special Resolutions, proof of the new address, a utility bill not older than two months, and evidence of the right to use the premises where the company is not the owner.

Step 5: Update Records

Following ROC approval, update the address on all official documents, letterheads, banners, signboards, and relevant company records.

Change Between ROC Jurisdictions Within the Same State

Board and Shareholder Approval

The Board must approve the change, authorise officials, approve the General Meeting notice, and arrange its dispatch. At the General Meeting, shareholders must pass a Special Resolution for shifting the office across ROC jurisdictions.

Form MGT-14

Within 30 days of the Special Resolution, file Form MGT-14 with a certified copy of the resolution, the explanatory statement, and the General Meeting notice.

Creditors and State Government

Prepare a list of creditors and debenture holders and obtain consent where necessary. Notify the state Chief Secretary of the proposed shift and ensure that employee interests are not adversely affected.

Form INC-23

Apply to the Regional Director with the Board and Special Resolutions, General Meeting minutes, declarations that worker payments are not in default and creditor consent has been obtained or payment provision made, a declaration concerning pending prosecution jurisdiction, and an acknowledged copy of the Chief Secretary intimation.

Regional Director Approval

When the application is complete, the Regional Director is expected to pass an order within 15 days.

Forms INC-28 and INC-22

File the Regional Director's order in Form INC-28 within 30 days of receiving it. Within 60 days of the order, file Form INC-22 with the Board and Special Resolutions, address proof, a recent utility bill, evidence of the right to use leased premises, and the Regional Director's order.

Update Company Records

After ROC approval, update the company's registered address across its official documents, letterheads, banners, signboards, and other records.

Change of Registered Office from One State to Another

Step 1: Board Meeting

The Board must approve shifting the registered office to another state and altering the Memorandum of Association. It must authorise officials to file the Regional Director petition and arrange newspaper publication, appoint an authorised representative, and approve dispatch of the General Meeting notice.

Step 2: General Meeting

Send notice to shareholders, directors, and auditors by post, courier, or email. Hold the General Meeting and pass Special Resolutions for the office shift and alteration of the Memorandum of Association.

Step 3: Finalise Creditor and Debenture-Holder Lists

Prepare lists of secured and unsecured creditors and debenture holders with amounts due. The lists must not be older than one month from the application date and must include a declaration signed by the Company Secretary and at least two directors.

Step 4: Issue Notices and Advertisement

Send individual notices seeking no-objection certificates from creditors and debenture holders at least 14 days before the hearing. Publish an INC-26 notice in English and vernacular newspapers in the district of the existing office at least 14 days before the hearing.

Step 5: Notify Regulatory Authorities

Send the application to the ROC in the existing state, relevant regulatory bodies, SEBI for a listed company, and the Chief Secretary of the existing state.

Step 6: Apply in Form INC-23

Submit the altered MOA, General Meeting minutes, Board Resolutions, affidavits, creditor and debenture-holder lists, newspaper advertisements, and any creditor no-objection certificates to the Regional Director.

Step 7: Regional Director Order

The Regional Director may issue an order without a hearing if no objection is received within 15 days. If objections are received, a hearing may be held and an order passed within 60 days.

Step 8: Complete the E-Filings

File Form MGT-14 within 30 days of the Special Resolutions with the altered MOA and meeting details. Submit Form INC-23 to the Regional Director and a copy to the ROC in Form GNL-1. File the Regional Director's order in Form INC-28 within 30 days of receipt, followed by Form INC-22 within 15 days of receiving the order.

Step 9: Intimate Authorities and Update Records

Notify the relevant government, non-government, and local authorities. After ROC approval, update the registered address on letterheads, banners, signboards, and all other company records.

Key Forms and Timelines

Why LegallensIndia?

LegallensIndia provides guidance throughout the registered-office change process, from preparing documents and securing approvals to completing ROC filings and updating company records.

The team manages the legal and regulatory formalities so the company can focus on its business while completing the transition smoothly..