Compliances for Change in Registered Office of a Company

Every company needs to have a registered office within thirty days of its incorporation as per the Companies Act, 2013 (‘Act’). A company should have a registered office at all times until it is in existence. The registered office is mentioned in the Memorandum of Association (MOA) and Articles of Association (AOA).

The registered office is the office where the company receives all the communications and notices sent to it. It is the official office of the company where it carries on business. The address of the registered office needs to be given to the Registrar of Companies (‘ROC’).

However, a company may be required to change its registered office. In such a case, the company needs to follow the compliances laid down in the Act and the Companies (Incorporation) Rules, 2014 (‘Rules’). The compliances to be followed by a company in different situations are given below.

Compliances for Change of Office Within the Same City

The compliances for change of registered office of a company within the local limits of the same city, village or town are as follows:

• The company will have to hold a Board meeting and pass a Board resolution for changing the registered office.
• Form INC-22 needs to be filed with the ROC within fifteen days of passing the Board resolution.

The documents to be attached with Form INC-22 are:

• 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.

Compliances for Change of Office Outside the City Under the Same ROC

The compliances for change of registered office of a company outside the local limits of the city or town where it is situated but under the jurisdiction of the same ROC are as follows:

• The company needs to conduct a Board meeting and pass a resolution for calling the Extraordinary General Meeting (EGM).
• In the EGM, the company needs to pass a Special Resolution for changing the registered office.
• Form INC-22 and MGT-14 have to be filed with the ROC within 30 days of passing the Special Resolution to change the registered office outside the local limits of the city/town but under the jurisdiction of the same ROC.

The documents to be attached with the Forms INC-22 and MGT-14 are: 

• 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.

Compliances for Change of Office Outside the City but Under Different ROC

The compliances for change of registered office of a company outside the local limits of the city or town where it is situated and from the jurisdiction of one ROC to another ROC within the state are as follows:

• The company needs to conduct a Board meeting and pass a resolution for calling the EGM. 
• In the EGM, the company needs to pass a Special Resolution for changing the registered office.
• Form MGT-14 needs to be filed with the ROC within 30 days of passing the Special Resolution to change the registered office. 
• The company should file Form INC-23 to the Regional Director for approval to shift its registered office from the jurisdiction of one ROC to another ROC within the state.
• Before one month of filing the application with the Regional Director, the company should: 
  • Publish a notice of change of office in a daily English newspaper and in the principal language newspaper of that district in which the company’s registered office is situated. 
  • Serve individual notice on each depositor, debenture holder and creditor of the company. The notice must state that if their interest is likely to be affected by the proposed alteration in the MOA, they can intimate their nature of interest and grounds of opposition to the Regional Director. However, they must intimate their opposition to the Regional Director within twenty-one days from the publication date of the notice.
• When the Regional Director does not receive any objection, a confirmation notice will be communicated within thirty days from the receipt of the application by the Regional Director. 
• The company shall file the confirmation of the Regional Director with the ROC in Form INC-22 within sixty days from the receipt of confirmation. 

The documents that need to be filed with the Form INC-23 are as follows:

• 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.

Compliances for Change of Office from One State to Another State

The compliances for change of registered office from one state to another state are as follows:

• The company needs to conduct a Board meeting and pass a resolution for calling EGM and alter the MOA through a Special Resolution. 
• In the EGM, the company needs to pass a Special Resolution for changing the registered office from one state to another state and altering the MOA of the company.
• Form MGT-14 must be filed with the ROC within thirty days of passing the Special Resolution to change the registered office and alter the MOA.
• The company should file Form INC-23 to the Regional Director for obtaining approval of the Central Government to shift the registered office from one state to another state and alter the MOA.
• Before one month of filing the application with the Regional Director, the company should: 
  • Publish a notice of change of office in a daily English newspaper and in the principal language newspaper of that district in which the registered office of the company is situated.
  • Serve individual notice on each depositor, debenture holder and creditor of the company stating that if their interest is likely to be affected by the proposed alteration of the MOA, they can intimate their nature of interest and grounds of opposition to the Regional Director within twenty-one days from the publication date of the notice.
• If there are no objections, the Central government will dispose of the application for change in the registered office within sixty days. 
• Once the Regional Director approves the change, the company needs to file the approval with the ROC in Form INC-22 within sixty days from the date of approval. 
• The approval given by the Central Government for a change of office address should be filed in Form INC-28 with the ROC of both states in which the old and new registered offices are situated.

The following documents are submitted along with Form INC-23:

• 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 executed 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.

Compliances After ROC Approval for Change in Registered Office

The compliances that a company needs to follow after changing its registered office upon receipt of approval of ROC are as follows:

• The company can issue a general notice by way of an advertisement in a newspaper informing all the members and stakeholders about the change of the company’s registered office.
• Printing of new MOA and changing the address of the company’s registered office outside of every office, building, etc., where it carried on the business, in legible letters and conspicuous position. 
• Substitute the old address printed on all business letter-heads, letters, invoices, billheads, receipt forms and other official publications with the new address.
• Update the new registered office address with all the banks and financial institutions where the company is having bank accounts.
• File application with the Income Tax Authority for updating the company address in TAN and PAN. 
• Update the company’s new address with its utility service providers like telephone and internet connections, electricity providers, etc., in the company name. 
• Update the company’s new address with government authorities like Customs Authorities, Central Excise Authorities, Service tax Department, and Sales Tax Authorities.

Frequently Asked Questions

What is the penalty for non-compliance regarding registered office provisions under the Act? 

A company must comply with all the provisions of the Act. Non-compliance with the provisions of the Act will attract penalties. The company and every person in default will be liable for a penalty of Rs.1,000 for every day the default continues but not exceeding Rs.1 lakh.
 

What are the circumstances under which a company can change its registered office?

The stakeholders and the board of directors decide the location of the registered office. Thus, they can decide to change their registered office address at any time. However, in some cases, a need arises to change the registered office location from one place to another, such as:

• Companies are required to change their registered office address when it is growing at a faster pace and the office infrastructure and space does not fit as per the company’s current position.
• When the company’s office/premises is situated on leased land and the board wants to change its address by shifting to another office space at lease.
• When a company is planning to explore new genres for business growth and thus plans to shift its registered office to a place where it can explore better market opportunities.
• When another company is investing in the company, the registered office address will be bound to shift.

Is a registered office the same as a head office?

Each business has a principal place of business that characterises the personality of the substance and its place of home. The chief place of business is called the registered office and when there is an occurrence of partnership or different business from the chief place, such address is called it’s head office. However, there is not much difference between a registered office and the head office. The business conducted in the office would determine the operations of the office.
 

Can I change my registered office from a commercial address to a residential address?

Yes, the address can be shifted from a commercial address to a residential place, since a registered office can be kept at a residential address too.
 

Can I change my registered office immediately after company incorporation?

Yes, it can be changed whenever the registered office needs to be changed. It can be changed at any time after incorporation by following the process laid down in the Act.
 

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