Change in Registered Office
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Change in Registered Office - Overview
The registered office of an organisation is a place where all types of communications related to the business will happen. Generally, a company owns various different offices like administrative office, corporate office, branch office, warehouse and factory but a registered office is the place which holds the primary importance or starting place for all business. Though, it is essential for the company to register its registered office with the Ministry of Corporate Affairs. Promoters of the company are the members who decide on the location and place where the registered office to be held depending on various factors. Once a registered office is declared formally through filling INC 22, any changes or alterations in the registered office location of the company is reported to the ROC.
The registered office of the company is considered as the domicile of the company. The Registrar of Company or ROC is also determined based on the location of the registered office of the company. Any change that is related to the address of the registered office of the company must be intimated to the Registrar of Company (ROC) within the time period of 15 days.
Types of Registered Office Address Change
There are no specified designated qualifications mentioned or followed to become a director of the company, but an individual should follow with the following mentors be a director of the company:
As per the law, a specific natural person only can become a director of any company.
- Change in the Registered Office of a Company within the same state but outside the present city, village or town that lie with the boundary of the same Registrar of Companies (ROC)
- Change in the Registered Office of an organization within the same state.
- Change in the Registered Office of a Private Limited Company within the same state but from one ROC to another ROC or Registrar of Companies.
- Change in the Registered Office of an organisation from the jurisdiction of one ROC to another jurisdiction or from one state to another.
Procedure for Change in Registered Office Address in India
Let’s dig in and go through the stepwise process involved in the change of registered office address as per the Companies Act, 2013:
Change in the Registered Office of a Company outside the Boundaries of present Village, Town or City
- A board meeting is held in which the date, time and place of the EGM or Extraordinary >General meeting is fixed.
- A decision or resolution regarding the change in registered office address is passed in the EGM or Extra-Ordinary General Meeting.
- Form MGT-14 has to be filed with the Registrar of Companies within the time period of 30 days from the date of passing the decision or resolution.
Change in the Registered Office within the same State but to another ROC or Registrar of Companies
In case of changing the present registered office address of a company from one Registrar of Companies or ROC to another but within the same boundary limits, then below mentioned norms are followed as per the Companies Act, 2013:
- Conduct a Board meeting to finalize the time, day, date, and place of the Extraordinary meeting
- In the Extraordinary General Meeting or EGM a special resolution is made to make the necessary alteration in MOA related to the shifting of the Registered Office.
- Publish an advertisement in the newspaper both in an English and in Vernacular
- newspaper mentioning the modified or new address of the registered office of the company.
- Form MGT-14 is submitted to the ROC of the companies within the time period of 30 days from the date of resolution
- A certified copy of the Extraordinary General Meeting or EGM resolution decision.
Change In The Registered Office Of A Company Within The Same State But From One Registrar Of Companies (ROC) To Another Registrar Of Companies (ROC)
In case of change in the current registered office address of a private limited company from one ROC to another but within the boundary limits of a same state, following norms are need to be followed according to the Companies Act, 2013:
1. A Board meeting is conducted which will finalize the day, date, time and venue of the Extra Ordinary meeting
2. In the Extra Ordinary General meeting a special decision is made for the alteration of MOA and the shifting of the Registered Office.
3. Publish an advertisement both in an English newspaper and another in Vernacular newspaper mention the updated address of the company’s registered office.
4. Form MGT-14 is filed with the ROC of the companies within 30 days from the date of coming to a conclusion
5. A certified copy of the Extra Ordinary General Meeting’s decision.
Documents needed for Change in the Registered Office of a Company outside the Boundaries of present Village, Town or City
- Form MGT-14
A certified copy of the resolution is required within the time period of 15 days of passing the resolution Form INC-22 is submitted with the Registrar of Companies.
Form INC-22
A copy of the company’s registered office address
A copy of the utility bill which not older than two months
No Objection Certificate or NOC for the use of premises obtained from the owner
Special Resolution passed in the board meeting
- Change In Company’s Registered Office Within The Same State
- Form MGT-14
A Board meeting is held and a decision is passed on the same
An applicant is needed to file Form INC-22 to the concerned ROC and within the time period of 15 days from the date of passing the decision or resolution.
- A copy of the present address of the company’s registered office
- Copy of Utility Bills which is not older than 2 months
- NOC or No Objection Certificate in relation to the Premises usage obtained from the
- owner of the premises.
Application to the Regional Director In Form INC-23
- Publish an advertisement in a daily newspaper both in vernacular language and English of that respective district in which place the registered office is situated
- Individual Notice is sent to each debenture holder, a creditor, depositor of the company stating the matter of application and notifying any person who shows interest in the proposed alteration in MOA.
Documents Needed For The Above-Mentioned Process Are:
- Certified Copy of the Notice of Extraordinary General Meeting.
- Certified Copy of the resolution authorized at EGM.
- Minutes of Extraordinary General Meeting or EGM
- Copy of Advertisement published in the Newspaper.
- Copy of modified MOA.
- An Affidavit affirming the application.
- Certified copy of the Registered Office AddressCertified copy of the Registered Office Address
- Copy of utility bills of the premises
- NOC or No Objection Certificate for the use of premises from the owner
- List of creditors or investors and Debenture holders titled to the objections.
- Declaration notice from the Key Managerial Personnel
- Declaration report from any two Directors that the entity has not defaulted in payments due to its workmen.
Change in the Registered Office of a Company from the Jurisdiction of one ROC to another or from one State to another State
Following are the procedure is followed in the above mentioned:
Documents needed for the above-mentioned process
- Certified copy of the Notice of EGM or Extraordinary General Meeting.
- Certified copy of the resolution authorized at EGM.
- Minutes of Extraordinary General Meeting or EGM
- Copy of Advertisement published in the Newspaper.
- Copy of Modified MOA.
- An Affidavit affirming the application.
- List of creditors, investors and Debenture holders titled to the objections.
- Declaration certificate from the Key Managerial Personnel
- Declaration report from any two Directors in which it is stated that the company has not defaulted in payments due to its employees.
The Regional Director will issue his confirmation within the time period of 30 days from the date of obtaining the application.
The next step the company has to do is file Form INC-28 to the concerned ROC within the time period of 30 days from the date of filing.
Thereafter, Form INC-22 is submitted with the Registrar of Companies or ROC within a time period of 15 days of the change in the registered office of the company with the below- mentioned documents:
- Copy of the Utility Bills of the registered premises
- Copy of the Registered Office Address
- NOC or No Objection Certificate from the owner for the use of Premises.
Frequently Asked Questions
Yes. There are four types of cases for the changing of the registered address of the Company. are as follows:
- Change in the Registered Office of a Company within the same state but outside the present city, village or town that lie with the boundary of the same Registrar of Companies (ROC)
- Change in the Registered Office of an organization within the same state.
- Change in the Registered Office of a Private Limited Company within the same state but from one ROC to another ROC or Registrar of Companies.
- Change in the Registered Office of an organization from the jurisdiction of one ROC to another jurisdiction or from one state to another.