Change in the Registered Office of the Company

Every company has a registered office that serves as its official address for key operations, legal correspondence, and important business dealings.

But can a company change its registered office?

The answer is yes. However, the Companies Act, 2013 outlines specific scenarios and procedures for doing so. Understanding these conditions will help you know exactly what steps to take.

A Company may need to change its registered office for various reasons. Depending on the location where the company wishes to shift, the change in the registered office requires prior approvals of the board and shareholders. MCA has laid down the standard procedures for shifting the registered office, which must be complied with in all cases.

Table of Contents

Scenarios for Change in Registered Office

The Company may change the address of the registered office from its present location to a location situated under the following conditions:

  • Within the same city
  • Within the same state and ROC
  • To other ROCs in the same state
  • From one state to another

Case

Procedure

Within the same city
  • The company must call a board meeting and pass a resolution of the board of director for shifting of registered office
  • The company needs to file form INC-22 with the Ministry of Corporate Affairs (MCA). It is required to be filed within 30 days of passing the board resolution
  • A copy of the board resolution, a utility bill for business address proof, ownership proof/NOC from the owner and the rental agreement must be attached in case the premises is on leas
  • Ownership Proof, Utility Bill confirming address, NoC/Consent from the owner if the premises is made available rent free by the promoter/director

Within the same state and ROC
  • The company requires to hold a meeting of the board of directors and pass a resolution proposing the shifting of the same to the shareholders of the company.
  • A general meeting of the shareholders of the company is required to be held and consent of shareholders of the company be obtained by passing a Special Resolution
  • Form MGT – 14 must be filed within 30 days of passing the Special Resolution.
  • The company needs to file a form INC-22 with the MCA. It should be filed within 30 days of passing the Special resolution.

To other ROC within the same state
  • The company requires to hold a meeting of the board of directors and pass a resolution proposing the shifting of the same to the shareholders of the company
  • A general meeting of the shareholders of the company is required to be held and consent of shareholders of the company be obtained by passing a Special Resolution
  • Form MGT – 14 has to be filed within 30 days of passing the Special Resolution
  • INC – 23 (Approval of RD to shift the Registered Office from one ROC to another within the same state)
  • INC – 28 (Notice of Order of the Regional Director or any other competent authority as may be prescribed) within 60 days from the date of order of Regional Director
  • INC – 22 within 30 days from the date of order of Regional Director

From one state to another
  • The company requires to hold a meeting of the board of directors and pass a special resolution proposing the shifting of the same to the shareholders of the company
  • A general meeting of the shareholders of the company is required to be held and consent of shareholders of the company be obtained by passing a Special Resolution for change of registered office and updation of MOA due to such change
  • The resolution must be filed in MGT14 within 30 days with the MCA
  • The company has to produce an advertisement for shifting the office not more than 30 days before the date of request to the regional director. It should be issued in at least one vernacular or the regional newspaper and one in an English newspaper
  • The company also is required to send  notice to the creditors and the debenture holders of the company
  • An application to the regional director must be filed for shifting the registered office along with the requisite documents
  • In case an objection is received, the case is scheduled for a hearing, and post hearing requisite orders is passed
  • If no objection is received, then the order may be given without any hearing
  • The approval received from the RD is required to be filed with  the ROC within 60 days from the date of the order
  • Further, within 30 days therefrom, form INC-22 is required to be filed to update the registered office of the Company to the ROC along with the requisite documents

Conclusion

The above scenarios outline the conditions under which businesses can change their registered office address in accordance with the Companies Act, 2013, via the MCA portal. These processes require careful consideration, extensive documentation, and various government approvals. Seeking professional assistance can help simplify the process and minimize potential hurdles.

Frequently Asked Questions

Here are the top 10 queries people asked frequently regarding the change in their registered office address-

Q1. Is it required to alter the Memorandum of Articles in all 4 cases?
No, the MOA shall be altered only in cases where the registered office’s address is transferred from one state to another.

Q2. Specify the nature of approval required in all 4 cases?

Case Nature of Approval
Within the same city Board Resolution
Within the same state and ROC Board Resolution & Special Resolution
To other ROC in the same state Board Resolution, Special Resolution & Approval of Regional Director
From one state to another Board Resolution, Special Resolution & Approval of Regional Director

 Q3. What is the procedure after the change in the address of the company?
Once all the forms filed with the MCA are approved, shifting the registered office is completed. After that, a company needs to update its address at all relevant places. This comprises changes in PAN, TAN, GST, Bank Accounts, all other registrations and licenses, alterations in each copy of MOA (if applicable), stationery, etc.

Q4. Is there a fee for changing the registered office?

Yes, statutory filing fees are applicable based on the company’s authorized share capital.

Q5. Can a registered office be changed to a residential address?

Yes, subject to local laws and compliance, a company can have its registered office at a residential property.

Q6. Is shareholder approval required to change the office within the same city?

No, only Board approval is required for changes within the same local limits.

Q7. Can a company operate without a registered office?

No, every company is required to maintain a registered office at all times, as per Section 12 of the Companies Act, 2013.

Q8. Can a company have multiple registered offices?

No, a company can have only one registered office. However, it can have multiple branch or corporate offices in other locations.

Q9. Is physical verification of the new registered office required?

Yes, the ROC may physically verify the new registered office address, especially if there is suspicion of non-compliance.

Q10. Is the process for changing a registered office the same across various business structures?

No, the process for changing a registered office is not the same for all business structures. It varies depending on the type of business entity, such as a Private Limited Company, LLP, Partnership Firm, Sole Proprietorship, or Public Company.

For example:

  • Companies (Private/Public limited) must follow the procedure outlined in the Companies Act, 2013, including board/shareholder resolutions and filings with the MCA (Ministry of Corporate Affairs).
  • LLPs follow procedures under the LLP Act, 2008, and file changes through Form 15
  • Sole Proprietorships or Partnership Firms have fewer legal formalities, but may still need to update records with tax, licensing, or other local authorities.

 

At Mercurius, we assist our clients in setting up their businesses in India and dealing with various corporate matters (Company incorporation, ROC compliance, company winding-up), bookkeeping, tax filings and assessments, payroll, auditing, trademark registration, business structuring, etc. If you have any questions or wish to know more about the company’s change of registered office address, kindly contact us.