Registered office change - company

Brief Process

The shift in Registered Address of the company can be in following manner:

• Within the same city
• Within the same state and RoC
• To other RoC in the same state-
• From one state to another

1. Within the same city: Any change is registered office address within the same area of city or town or village must be notified within 15 days of passing board resolution for change in office address, by filing Form INC-22, along with the following documents:

• NOC (No Objection Certificate) from the owner if the office is situated in leased/rented land. 
• Rent/Lease agreement, if the office is situated in leased/rented land. 
• Proof of evidence of any utility bills having the office address that are not older than two months. 

2. Within the same state and RoC: In case of change of registered office of a company, outside the local limits of any city, town or village, then the change of registered office must be approved by a special resolution passed by the Company in Extraordinary General Meeting (EGM). 

Form INC-22 and MGT-14 have to be filed with the RoC within 30 days of passing the Special Resolution, along with following documents:

• Copy of the Special Resolution. 
• NOC from the property owner, if the office is situated in leased/rented land. 
• Rent/Lease agreement, if the office is situated in leased/rented land. 
• Proof of evidence of any utility bills having the office address that are not older than two months

3. To other RoC in the same state: If the registered office of a company is to be changed from one jurisdiction of a RoC to another jurisdiction, then the change of registered office must be approved by a special resolution passed by the Company in Extraordinary General Meeting (EGM), followed by approval by the Regional Director of RoC.

Form INC-23 and MGT-14 have to be filed with the RoC within 30 days of passing the Special Resolution, followed by Form INC-23 along with following documents:

• Board resolution for changing the registered office.
• The Special Resolution passed by the company confirming the change in the registered office.
• A declaration by any two directors or the key managerial personnel of the company authorised by the Board stating that the company has not defaulted in paying its dues to its workmen and has obtained the creditors’ consent for shifting the office.
• An acknowledged copy of intimation made to the Chief Secretary of the state regarding the proposed registered office change and mentioning that the employees’ interest will not be affected due to the change in registered office.

4. From one state to another: The procedure is somewhat different for change of registered office to some other state. Further, the MOA of the company is to be altered because the state of the registered office changes. Following procedure has been laid under law:

• Pass a Special resolution in EGM for shifting of office as well as for alteration of MOA and file the resolution MGT-14 with MCA within 30 days. 
• Company shall publish an advertisement of shifting of office not more than 30 days before the date of application to Regional Director (RD). It must be published in at least 1 vernacular newspaper and in an English newspaper.   
• Company shall also send notice to the creditors and debenture holders (if any) and to any other regulatory body as applicable to the company. 
• File an application for shifting the registered office to RD along with the specified documents. 
• The company has to file the confirmation received from the RD to both the RoC within 30 days from the date of the order. 
• File form INC-22 to RoC for shifting of office within 30 days from the receipt of the confirmation from RD along with the required documents as follows:
• A copy of the MOA with proposed alterations.
• Copy of the minutes of the meeting of EGM authorising the alteration of the MOA. 
• Copy of the Board resolution or execute Vakalatnama or Power of Attorney, as the case may be.
• The list of all the debenture holders and creditors stating the amount due to each one of them relating to their claims, debts or liabilities.
• A declaration signed by at least two directors and the Company Secretary, stating that the list of creditors given is complete and no other amount except the mentioned amount in the list is owed to them. 
• A declaration stating that no employee will be retrenched as a result of a change in the registered office.

FAQ

Documents Required

• Copy of board resolution/ special resolution as the case may be.
• Proof of evidence of any utility bills having the office address that are not older than two months.
• Rent/Lease agreement, if the office is situated in leased/rented land.
• NOC (No Objection Certificate) from the owner if the office is situated in leased/rented land.