Company Registered Office Change

A company’s registered office is its official address, listed with the Registrar of Companies (ROC), where all formal communications are received. This address is a legal requirement and must be disclosed in key company documents like the Memorandum of Association (MOA) and Articles of Association (AOA). Sometimes, a company might need to change this address due to growth, better location, or cost management. Specific rules in the Companies Act 2013 guide this process, which involves steps like board meetings, shareholder approvals, and filings with the ROC. The process varies based on whether the move is within the same city, to another city, or a different state.

Company Registered Office Change

Why Change a Company’s Registered Office? Companies might change their registered office address for several straightforward reasons:

• Better Location: Moving closer to customers or suppliers or to a location with better facilities and transport links.
• Growth and Expansion: Following a merger or acquisition, companies might consolidate offices or move to accommodate a growing team.
• Cost Savings: Shifting to an area with lower rent, taxes, or operational costs.
• Market Reach: Relocating to tap into new markets or be closer to a specific customer base.
• Legal Compliance: Sometimes, laws or regulations require a company to be based in a certain area.
• Enhancing Image: Moving to a prestigious area to boost the company’s image and appeal to clients and investors.

Four Key Scenarios for Registered Office Change The company address change can occur within the same city, across cities, or even in a different state or region, depending on the company’s needs and strategic decisions. When a company decides to change its registered office, the process and regulatory requirements can vary significantly based on the nature of the relocation. Here are four common scenarios for changing a company’s registered office, each with its own set of procedural steps:

1. Change Within Local Limits of City, Town, or Village
2. From One City to Another Within the Same ROC Jurisdiction
3. From Jurisdiction of One ROC to Another Within the Same State
4. From One State to Another State

Scenario 1: Change Within Local Limits of City, Town, or Village

Procedure:

1. Board of Directors Meeting:
   • Convene a meeting of the company’s Board of Directors to approve the shift.
   • Pass a Board Resolution to approve the change and authorize company officials to handle the necessary actions.
2. Filing with the Registrar of Companies (ROC):
   • File Form INC-22 within fifteen days of the board meeting.
   • Attach documents like a certified true copy of the Board Resolution, proof of the new registered office address, a recent utility bill, and necessary consent if the premises are leased.
3. Update Company Records:
   • Update the registered address on all official documents and records, including letterheads, banners, and signboards.

Scenario 2: From One City to Another Within the Same ROC Jurisdiction

Procedure:

1. Board of Directors Meeting:
   • Convene a meeting to pass a Board Resolution for relocating the registered office.
   • Approve the notice for a General Meeting of shareholders.
2. Notice of General Meeting:
   • Dispatch the approved notice to all shareholders, directors, and auditors.
3. General Meeting:
   • Pass a Special Resolution at the General Meeting to approve the shift.
4. Filing with ROC – Form MGT-14:
   • File the Special Resolution with the ROC using Form MGT-14 within fifteen days of passing it.
5. Filing with ROC – Form INC-22:
   • File Form INC-22 within fifteen days of the General Meeting, including necessary documents.
6. Update Company Records:
   • Update the registered address on all official documents and records.

Scenario 3: From Jurisdiction of One ROC to Another Within the Same State

Procedure:

1. Board of Directors Meeting:
   • Convene a meeting to pass a Board Resolution for relocating the registered office.
   • Approve the notice for a General Meeting of shareholders.
2. General Meeting Notice:
   • Dispatch the notice to shareholders, directors, and auditors.
3. General Meeting:
   • Pass a Special Resolution to approve the shift.
4. Filing with ROC – Form MGT-14:
   • File the Special Resolution with the ROC using Form MGT-14 within thirty days.
5. Application to Regional Director – Form INC-23:
   • Submit an application to the Regional Director with necessary documents.
6. Regional Director’s Approval:
   • Obtain approval from the Regional Director and file it with the ROC using Form INC-28.
7. Final ROC Filing – Form INC-22:
   • File Form INC-22 with the ROC within sixty days of receiving the Regional Director’s order.
8. Update Company Records:
   • Update the registered address on all official documents and records.

Company Registered Office Change

Scenario 4: From One State to Another State

Procedure:

1. Board Meeting:
   • Convene a Board of Directors meeting to pass resolutions for shifting the registered office and altering the MOA.
   • Authorize officials to file a petition with the Regional Director and appoint an Authorized Representative.
2. General Meeting Notice:
   • Dispatch notices to shareholders, directors, and auditors.
3. General Meeting:
   • Hold a General Meeting to pass special resolutions for shifting the registered office and altering the MOA.
4. Finalisation of Creditors and Debenture Holders List:
   • Compile lists of secured and unsecured creditors and debenture holders.
5. Notice to Creditors and Debenture Holders:
   • Dispatch individual notices to creditors and debenture holders seeking no objection certificates.
6. Newspaper Advertisement:
   • Publish notices in English and vernacular newspapers in the district of the existing office.
7. Notice to Regulatory Bodies:
   • Notify relevant authorities and regulatory bodies about the proposed shift.
8. Application to Regional Director – Form INC-23:
   • Submit an application with necessary documents to the Regional Director.
9. Order by Regional Director:
   • Obtain the Regional Director’s order and file it with the ROC using Form INC-28.
10. E-Filing of Form MGT-14 and Form INC-22:
    • File Form MGT-14 and Form INC-22 with the ROC within specified timelines.
11. Intimation of Change:
    • Inform various authorities about the change in the registered office.
12. Update Company Records:
    • Update the registered address on all records, including letterheads, banners, and signboards.

Why Choose EYC International Private Limited for Registered Office Address Change Compliance? EYC International Private Limited simplifies the complex process of changing a registered office address. Our team ensures compliance with all necessary formalities, avoiding common pitfalls. With dedicated support, we handle documentation and ROC filings, allowing you to focus on your business. EYC International Private Limited offers services for registered office changes across all Indian states, ensuring a hassle-free transition.

Related Guides:

• Registered Office of a Company
• Documents Required for Company Registration
• Advantages of Registering a Company
• Features of a Company
• Registered Office Change – Company FAQ’s

Company Registered Office Change

Frequently Asked Questions (FAQs):

1. What is a registered office of a company?
   • The registered office is the official address of a company, listed with the ROC, where all formal communications are sent.
2. Why might a company need to change its registered office?
   • Reasons include business expansion, cost reduction, legal compliance, closer proximity to customers or suppliers, and strategic relocation.
3. What are the key steps to change a company’s registered office within the same city?
   • Convene a Board meeting, pass a resolution, file the change with the ROC, and update company records.
4. Is permission from the shareholders required to change the address of the registered office?
   • No, if the company is relocating within the same village, town, or city limits. However, it is necessary to notify the ROC of the changes made in Form INC-22.
5. What documents are needed to change the registered office address?
   • Documents include a Board resolution, proof of the new address, a utility bill, and consent from the premises owner if it’s not owned by the company.
6. How does one change the registered office from one city to another within the same state?
   • This requires a Board resolution, a special resolution by shareholders, filing with the ROC, and updating company records.
7. What is the process for changing the registered office across different ROC jurisdictions within the same state?
   • It involves obtaining approval from both the existing and new ROC, a special resolution, and possibly, the approval of the Regional Director.
8. What are the steps to relocate a registered office from one state to another?
   • This involves a Board resolution, special resolution, creditor’s approval, newspaper advertisement, application to the Regional Director, and filings with ROC.
9. How long does the process of changing the registered office take?
   • It varies based on the type of change but can range from a few weeks to several months for inter-state relocations.
10. Can EYC International Private Limited assist with registered office changes in all states of India?
    • Yes, EYC International Private Limited offers services for registered office changes across all Indian states.

Our Services: Company Registered Office Change

Company Registered Office Change