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The Registered office of a company receives all correspondence and formal notices from government bodies, investors, banks, shareholders, and the general public. This address is displayed on all public records to maintain absolute transparency about the existence of the company.
As per compliances laid down in the Company Act and the Companies (Incorporation) Rules, 2014, a company is allowed to change its registered office. The notice of the change is to be given to the Registrar within fifteen days, who shall record the same.
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In a general meeting, the Company needs to pass a special resolution, to change the Registered office. The Company should pass a Board Resolution to authorize a director to sign and submit Form INC-22.
Irrespective of the type of change in registered office location, Form No. INC-22 is to be filled within the respective day of passing a special resolution.
A. Change of Office Within the Same City
• The company needs 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.
In each type listed below, the company is required to conduct a Board meeting and pass a resolution for assembling the Extraordinary General Conference (EGM). In the EGM, the company is required to pass a Special Resolution for changing the enlisted office.
B. Change of Office Outside the City and under the Same ROC
• Form INC-22 and MGT-14 must be documented with the ROC in no less than 30 days of passing the Special Resolution.
C. Change of Office Outside the City but under Different ROC
• Form MGT-14 should be recorded with the ROC before 30 days of passing the Special Resolution to change the enrolled office.
• The company should document Form INC-23 to the Regional Director to endorse the change.
• The company will record the affirmation of the Regional Director with the ROC in Form INC-22 within sixty days of the affirmation receipt.
D. Change of Office from one State to another State
• Form MGT-14 should be documented with the ROC in the span of thirty days of passing the Special Resolution.
• The company ought to record Form INC-23 to the Regional Director to get the approval of the Central Government to move the enrolled office starting with one state and then onto the next state and change the MOA.
• When the Regional Director endorses the change, the company needs to document the endorsement with the ROC in Form INC-22 in the span of sixty days from the date of approval.
• The endorsement given by the Central Government for a difference in office address ought to be documented in Form INC-28 with the ROC of the two states where the old and newly enrolled workplaces are arranged.
1. Board Resolution
2. Digital Signature Certificate of Director
3. Business Address Proof :-
Latest Electricity Bill/Water Bill (Latest)
If Rented: Rent Agreement and NOC from the Property owner
If Owned: Copy of Property Papers
1. Board Resolution
2. Special Resolution
3. Record of Extraordinary General Meeting (EGM)
4. Digital Signature Certificate of Director
3. Business Address Proof :-
Latest Electricity Bill/Water Bill (Latest)
If Rented: Rent Agreement and NOC from the Property owner
If Owned: Copy of Property Papers
1. Board Resolution
2. Special Resolution
3. Digital Signature Certificate of Director
4. Copy of MOA and AOA
5. Newest Audited Financial Statement
6. Copy of Notice, Resolution and Minutes of EGM
7. Copy of Newspaper Advertisement
3. Business Address Proof :-
Latest Electricity Bill/Water Bill (Latest)
If Rented: Rent Agreement and NOC from the Property owner
If Owned: Copy of Property Papers
A company may change its registered office for various reasons, such as relocating the business, consolidation of operations, or change of jurisdiction.
The registered office of a company can be changed by filing a notice of change with the Registrar of Companies and providing necessary documents like Rent agreement, NOC from the owner, utility bill etc.
The time taken to change the registered office may vary depending on the completeness of the application and the processing time at the Registrar of Companies.
Yes, there is a fee required to change the registered office, which may vary depending on the laws of the jurisdiction in which the company is incorporated.
Yes, the change of registered office is affected by the change of jurisdiction as the company has to comply with the laws of the new jurisdiction.
Yes, a company can change its registered office within the same state.
Not changing the registered office can result in the company not receiving important official correspondence and legal notices, which can lead to penalties and fines. It can also result in the company not being in compliance with the laws and regulations.
Yes, the shareholders are informed about the change in registered office through the notice of change and other means of communication as per the laws of the jurisdiction in which the company is incorporated.