According to section 12 of the Companies Act, 2013, a company must have a registered office within 30 days of incorporation and at all times thereafter until the company ceases to exist. A registered office is a place where the company can receive all correspondence and notices. The Registered Office address appears in the situation clause of the Memorandum of Association. The Registrar of Companies must be notified of the detailed address of the registered office of a company.
An organization’s registered office may have to be changed under certain circumstances. In such a case, the company would be required to follow the procedure outlined by the Ministry of Corporate Affairs.
Types of changes in registered offices
You may change your registered office if:
- In the same city
- in the same state and under the same ROC
- or in the same state but under a different ROC
- moving from one state to another
The compliances that must be completed will depend on the category in which the registered office is being changed.
Changing the registered office within the same city
It is easiest to change the registered office within the local limits of the city, town, or village. The following procedure has to be followed for it:
- For the company to change its Registered Office, a Board resolution must be passed at a Board meeting.
- A Form INC-22 (Notice for change of registered office) must be filed with the Ministry of Corporate Affairs within 30 days of the Board resolution.
The documents to be attached with Form INC-22 include a letter of authorization from the owner, a lease agreement if the property is rented, and a utility bill as proof of address.
Changing the Registered Office within the same state and under the same ROC
Companies relocating their offices outside the local limits of their current city or town, but still within the jurisdiction of the same ROC, must follow the following steps:
- The Company must convene a Board meeting and pass a resolution calling an Extraordinary General Meeting (EGM)
- It is necessary to pass a special resolution at the EGM to change the registered office.
- The MCA must receive Forms INC-22 and MGT-14 within 30 days of passing the special resolution
Documents to be attached to the said forms include: a copy of the Special Resolution, a NOC from the owner, the lease if the space is rented, and a utility bill as an address proof.
Change of Registered Office within the same state but under a different ROC
The following are the steps to change the registered office from one ROC to another within the same state:
- To call an EGM, a Board meeting must be convened and a resolution passed
- During the Board meeting, any director or the Company Secretary of the company may move an application in Form INC-23 to the Regional Director and make other compliance related decisions.
- The members shall approve a special resolution in the EGM by voting to change the Registered Office of the company.
- Form MGT-14 and the Certified True Copy of the special resolution must be filed within 30 days after the special resolution passes.
- With e-Form INC-23, an application along with the prescribed fee has to be submitted to the Regional Director (under whose jurisdiction the company’s existing Registered Office lies) for confirmation of the change of office. Attached to this application are the following documents:
- Resolution of the Board to move the Registered Office
- A special resolution by the company’s members confirming the change in the registered office
- A statement signed by the Key Managerial Personnel of the company, or by any two directors who have been authorized by the Board, stating that the company has not defaulted in paying its workmen’s dues and has either received the consent of its creditors for relocating its office or has made the necessary arrangements for payment.
- Copy of the acknowledged intimation to the Chief Secretary of the State that the change of the Registered Office will not affect the interests of employees
- An order for shifting the registered office must be obtained from the Regional Director and must be filed with the ROC in Form INC-28 along with the prescribed fee within 60 days of receiving the order.
- Within 30 days of receiving the confirmation order from the Regional Director, the Registrar must be notified via e-Form INC-22, along with the prescribed fee.
- All of the company’s billheads, letterheads, business letters, notices and official publications must be updated with the new Registered Address.
Transfer of Registered Office from one state to another
The following is the procedure for changing Registered Office:r:
- A Board meeting must be called
- and the following must be discussed:
- Moving the Registered Office from one state to another
- Alteration of the Memorandum of Association
- Annual General Meeting
- An application in Form INC-23 may be submitted by any director or the company secretary to the regional director, and other related compliances are required.
- As a result, a special resolution will need to be passed at the EGM to transfer the Registered Office from one state to another and to update the Memorandum of Association.
- Within 30 days of the passing of this Special Resolution, Form MGT-14 must be passed. The notice of the EGM and the Certified True Copy of the Special Resolution must be attached to the Form.
- The company must also complete INC-23. The following requirements must be met 30 days prior to filing the Form INC-23:
- Information regarding a change in Registered Office must be published in a newspaper in the vernacular language of the district in which the office is registered as well as in an English newspaper with the broadest distribution in the district.
- Each debenture-holder and creditor of the company should receive an individual notice via Registered Post.
- Applicants seeking confirmation from the Regional Director should submit the e-form INC-23 along with the prescribed fee. The following documents should be attached:
- Copy of MoA with proposed changes.
- Minutes of the meeting at which the resolution authorizing such an alteration was passed. Details of the votes in favor and against the resolution must also be provided.
- Copy of the Board Resolution or the executed Vakalatnama, if applicable
- The list of all creditors and debenture holders, stating the amount due to each one
- A statement signed by the Company Secretary and at least two directors, including the managing director, stating that the list of creditors provided is complete and no other amount is owed to them except for the amount listed on the list. Another declaration stating that no employee shall be retrenched because of a change in the Registered Office shall be made.
- The Registrar of the State Government or the Chief Secretary of the Union Territory, where the company is incorporated, has all the attachments.
- The advertisement published in the newspapers, the notices sent to the debenture-holders and creditors, any objections received (if any), and the company’s counter-replies to those objections.
If any objections are received
In a hearing, the Central Government shall direct the company to file an affidavit recording the consensus reached in the hearing. Upon execution of this affidavit, the Central Government will approve the shifting of the Registered Office within 60 days of filing the application.
If no consensus is reached and an objection is received, the company shall file an affidavit outlining how it intends to resolve the objection. Within sixty days of the application being filed, this affidavit shall be executed by the Central Government, which will either confirm or reject the alteration.
If no objections are received
No hearing is required by the Central Government if no objection is received. Within 15 days, the application will be filed and a decision will be made.
Following receipt of confirmation, e-form INC-22 must be submitted to the registrar within 30 days. The following documents must be attached to the confirmation order:
- Confirmation order copy
- of the altered Memorandum of Agreement
- with the Registered Office name in the company’s name
- An authorization from the owner to use the premises as the company’s registered office
- Lease/rent agreement
- Proof of ownership (not more than two months old) such as electricity bills, telephone bills, etc.
All letterheads, business cards, notices, and other publications must then be updated with the new address.