Changing the registered office of a Company

Published On: Jul 31, 2019Last Updated: Jul 30, 20223.5 min read

There might come a time when you need to change the registered office of Your Company. MCA has provided a specific procedure to change the address which must be followed by the company.  

Types of change in a registered office 

  1. Within the same city 
  2. Within the same state and ROC 
  3. To other ROC in the same state 
  4. From one state to another and different ROC 

Let us understand in detail 

Change registered office within the same city 

The process to change the registered office address to the same city is the simplest one.

  • A company has to arrange a board meeting and pass a board resolution to change the registered office. 
  • The company has to file the form INC-22 with MCA. It must be filed within 30 days of the date of the board resolution. 
  • The documents to be attached are Board Resolution, Utility bill for business address proof, NOC from owner and rent agreement if the place is rented. 

Change registered office within the same state and ROC 

If a company wants to shift the registered office from one city to another within the same state and ROC, then a company has to take permission from the shareholders. The process is as under. 

  • A company has to arrange a board meeting and pass a resolution to call the extraordinary general meeting. 
  • By passing a Special resolution in EGM, one can change the registered office.  
  • The company has to file the form INC-22 and MGT-14 with MCA. It must be filed within 30 days of the date of the resolution. 
  • The documents to be attached are a special Resolution, Utility bill for business address proof, NOC from the owner and rent agreement if the place is rented. 

Changing office in the same state but in different ROC 

There are 2 registrars of companies in a large states such as Maharashtra and Tamil Nadu.  Hence, it may happen that the registered office of the company is shifted within the state but the ROC changes. There is a different procedure for implementing such a change.  

Changing office from one state to another state 

Here, the registered office is shifted from one state to another. Hence the procedure is somewhat different from others. Further, the MOA of the company is to be altered because the state of the registered office changes. 

  • Hold a board meeting and pass a resolution to call an extraordinary general meeting. 
  • 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. 
  • The company shall publish an advertisement of shifting of office not more than 30 days before the date of application to RD. It must be published in at least in 1 vernacular newspaper and in an English newspaper.   
  • Company shall also send notice to the creditor and debenture holder if any and to any other regulatory body as applicable to the company. 
  • File an application for shifting the registered office to Regional Director along with the specified documents. 
  • If any objection is received then there will be a hearing with the central government and the necessary order will be passed. 
  • If the company does not receive any objection then the order will be passed without any hearing.  
  • 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 with the required documents. 

After changing the registered office address

On receipt of approval for all the forms filed with MCA, the procedure for shifting the registered office gets completed. After which a company needs to update its address at all applicable places. It includes changes in PAN, TAN, bank accounts, all other registrations and licenses, alterations in each copy of MOA, stationery, etc.

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CS Shivani Vyas
About the Author

CS Shivani Vyas

Shivani is a Company Secretary at Legalwiz.in with an endowment towards content writing. She has proficiency in the stream of Company Law and IPR. In addition to that she holds degree of bachelors of Law and Masters of commerce.