How to change Registered Office Address of a Company

The registered office of a company is a place where all the communication related to business is held. In addition to a registered office, a company can also have a corporate office, branch, factory, or administrative office. However, the registered office of a company in India must be registered with the Ministry of Corporate Affairs, the other branches and offices can be opened by a company without any prior intimation to the ROC.

The registered office of the company in India will determine the domicile of the company (state of Incorporation). The ROC will be determined by the state or location in which the registered office of the company is located. In case there is a change of address in the registered office of a company the ROC must be notified within 15 days.

Change Registered Office Address Within the same City-

To change the registered office address of the company within the same city, there is no need to hold the meeting of the shareholders and obtain their approval. It will be sufficient if the board of directors give their approval and inform the ROC. The following procedure need to be followed-

• Convening Board Meeting and passing Board Resolution-

The Board of directors of the company must call the board meeting for-

1. Passing board resolution to approve the registered office address change.
2. Authorize a director or the CS to file necessary forms.

• Filings with ROC-

Within 30 days of passing the board resolution, the company shall file Form INC-22 with the ROC for obtaining approval for the change along with the prescribed fees. The following documents must be attached with the form-

1. No Objection Certificate of all the directors.
2. Proof of registered office which can include latest electricity bill or latest gas bill.

• Approval from ROC-

Once the ROC is satisfied with the form filed and with all the documents, it will approve and record the change.

Change Registered Office Address Within same State and under same ROC-

To change the registered office of the company within the same state and under the jurisdiction of same ROC, the company needs to obtain the approval of the shareholders. Accordingly the following procedure needs to be followed-

• Convening Board Meeting and passing Board Resolution-

The Board of directors of the company must call the board meeting for-

1. Passing board resolution to approve the registered office change.
2. Approve the notice for calling the meeting of the shareholders along with the explanatory statement.
3. Fix the date, time and venue of the meeting.
4. Authorize a director or the CS to file necessary forms.

• Convening meeting of shareholders and passing special resolution-

After passing the board resolution, the company needs to hold the meeting of the shareholders and obtain their approval for changing the registered office.

• Filings with ROC-

Once the shareholders approve the change, the company needs to file the following forms with ROC-

1. MGT-14 for registering the special resolution passed by the shareholders.
2. INC-22 for intimating the ROC of the registered office change. The form must be accompanied with the copy of board resolution and copy of special resolution.

• Approval from ROC-

Once the ROC is satisfied with the form filed and with all the documents, it will approve and record the change.

Change Registered Office Address Same State and Different ROC-

• Convening Board Meeting and passing Board Resolution-

The Board of directors of the company must call the board meeting for-

1. Passing board resolution to approve the registered office change from one ROC to another but within same state.
2. Approve the notice for calling the meeting of the shareholders along with the explanatory statement.
3. Fix the date, time and venue of the meeting.
4. Authorize a director or the CS to file necessary forms.
5. Authorize a director or the CS to make application to the RD for obtaining its approval for the change of registered office.

• Convening meeting of shareholders and passing special resolution-

After passing the board resolution, the company needs to hold the meeting of the shareholders and obtain their approval for changing the registered office from the jurisdiction of one ROC to another ROC but within same state. The company also needs to obtain the approval of the shareholders for making changes in the Memorandum of Association.

• Filing with the Regional Director-

After passing of the special resolution, the company needs to file INC-23 with the regional director for obtaining its approval for the change of registered office. The company needs to file a copy of board resolution and a copy of special resolution along with INC-23.

• Filing with ROC-

The company needs to file the following form with the ROC-

1. MGT-14 for registering the special resolution passed by the shareholders.
2. INC-28 for intimating the ROC of the approval given by the regional director for the change.
3. INC-22 for giving notice to ROC of the change. The form must be accompanied with the copy of board resolution, copy of special resolution, copy of approval of the regional director, copy of altered Memorandum of Association.
4. Approval from ROC-

Once the ROC is satisfied with the form filed and with all the documents, it will approve and record the change.

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