Procedure for Change in Registered Office of Company

As per section 12 of the Companies Act 2013, It should have a registered office from the 15th day of company registration. So that it will be able to receive and acknowledge all communication and notices that are addressed to it. Further, the registered office should be verified to the Registrar within a period of 30 days of company incorporation. If there is any change in the registered office of the company, it shall be notified to the Registrar within 15 days of the change. Hence, the company shall be filed with the ROC within 15 days in form INC- 22 if there is a change in the registered office. The government has prescribed rules 25 and 27 of the Companies Rules 2014 for verifying the situation of the registered office or the change in the registered office of the company.

A Registered Office has the following signs for a Company:

• Maintenance of Annual Returns and Statutory Registers
• Maintainance of books of account of the Company
• Annual General Meeting to be held in the same city as the Registered office (Section 96)
• Decides the governing jurisdiction under certain statutes.

The change in the registered office can be within a state or in another state.

Change in the registered office within the same state

1. Conduct a meeting of the Board of Directors( BOD) of the Company and pass a resolution for change of address.
2. If the office is shifted to some other city, but in the same State, then approval of shareholders is also necessary and it can be done by passing a special resolution in a General Meeting
3. File e-Form INC-22 within 15 days of the Board / Member meeting resolution (as applicable).

eForm INC-22 has to be uploaded with the following attachments: Either of the following:

• Registered proof of ownership in the name of the Company is required in case of owned premises.
• In case of leased premises, notarized copy of lease deed or rental agreement with rent receipts not older than one month
• In case the premises is neither owned nor taken on lease by the Company, the proof that the Company is authorized to use the premises
• Copies of utility bills such as telephone bills, electricity bills, or any gas bill depicting the address in the name of the owner. But it should not older than 2 months.
• In the Board meeting / Shareholder meeting, certified True Extracts of the Resolutions should pass
• In a case where a special resolution is passed in the shareholders meeting, file eForm MGT-14 within the Registrar of Companies within 30 days of the passing of the resolution.

Change in registered office from One Registrar To Another Registrar

The following are the additional steps for the change in registered office, from one ROC to another ROC:

1. File an application in form INC-23 for seeking confirmation from the RD (Regional Director) along with the fee.
2. When Regional Director confirms that change, then within 60 days, it has to file the same confirmation.  The company has to publish at least once in a daily newspaper of that district in which the registered office is situated. Also inform debenture holders, depositors, and creditors of the company by individual notice.

Change in Registered Office to Another State

To change the registered office from one state to another then it leads to a change in the jurisdiction of the governing Court.  Hence, the Company needs prior approval from the Central Government. They examine whether the change is prejudicial to the interest of shareholders, creditors, debenture holders, etc.

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Also, the MOA (Memorandum of Association) of every Company has a Registered Office clause. This clause mentions the state in which the Company’s registered office is situated. So, the MOA of the company also needs alteration.

The procedure for a change in the registered office to another state as follows :

1. Conduct a meeting of the Board of Directors( BOD) of the Company and pass a resolution for change in the registered office and the amendments in the MOA.

2. In the General Meeting, pass a special resolution for a change in Registered Office and alteration of MoA.

3. File the special resolution with ROC in eForm MGT-14 within 30 days of a change.

4. File eForm INC-23 to seek approval from the Central Government with the following attachments

• A copy of AoA and MoA
• The notice of the Annual General Meeting along with the explanatory statements.
• The resolution for change in Registered Office of the Company and amendments in MoA
• The minutes of the Annual General Meeting containing the details regarding the number of votes cast in favor of and against the resolution.

v. An affidavit which states that no employee will retrench as a consequence of shifting of the Registered Office. The application should be verified by the directors.

vi. A list of debenture holders and creditors entitled to object to the application along with Their names and addresses. It should include nature and respective amounts due to them in respect of debts, claims, and liabilities

Company Secretary signs an affidavit that verifies the list of creditors. The Affidavit should state that:-

– They have made a full inquiry into the affairs of the Company. and by doing so, they have formed an opinion that the list of creditors is correct.

– That the estimated value as given in the list of debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims against the Company to their knowledge.

The document relating to the payment of the application fee. A copy of Board resolution or Power of Attorney or the executed Vakalatnama, as the case may be added.

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