A Company has a right to change its registered office wherever required. The registered office of a company needs to be changed with the prior statement in some cases. MCA has provided procedures to change the company’s address, which the company must follow in all cases.
Cases for change in registered office The company can change the address of the registered office & the address changes can take place:
Within the same city
Within the same state and ROC
To other ROC in the same state
From one state to another
Case
Procedure
Within the same city
The company must call for the board meeting and pass a resolution about the same.
The company needs to file a form INC-22 with the MCA. It should be filed within 30 days of advancing 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.
Within the same state and ROC
The company must call for the board meeting and pass a special resolution about the same.
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 must call for the board meeting and pass a special resolution about the same.
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 Court or Tribunal or any other competent authority) 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
Hold a board meeting and pass a resolution to call an exceptional general meeting.
A special resolution is to be proceeded in the EGM about the change in the address of the registered office and for changing the MOA.
The resolution must be passed 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 vernacular or the regional newspaper and in an English newspaper.
The company should also send a notice to the creditors and the debenture holders, and other regulatory bodies as relevant to the company.
An application to the regional director should be filed for transferring the registered office along with the specified documents.
If an objection is received, there is a hearing with the central government, and requisite orders will be passed. If no objection is obtained, then the order will be given without any hearing.
The approval received from the RD to the ROCs is to be filed by the company within 30 days from the date of the order.
Within 30 days, it is requisite to file form INC-22 to the ROC with the required documents.
Questions
Is it required to alter the Memorandum of Articles in all 4 cases? No, the MOA shall be altered only in cases where the address of the registered office is transferred from one state to another state.
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
What is the procedure after the change in the address of the company? On approval for all the forms filed with MCA, shifting the registered office is completed. After which, a company needs to improve its address at all relevant places. It comprises changes in PAN, TAN, bank accounts, all other registrations and licenses, alteration in each copy of MOA (if applicable), stationery, etc.
After the registered office of a company is announced by Filing the Inc 22. If there are changes in the company’s registered office, it must be intimated to the ROC. If the registered office address change is within the same city, town, or village area, it must be informed within 15 days by filing the applicable forms. If the registered office address change is outside the city, town, or village limits, the registered office must accept a special resolution passed by the company. For example, suppose the company’s registered office is to be changed from one jurisdiction of a ROC to another jurisdiction. In that case, the change should be approved by the regional director of the ROC.
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