As per Section 12 of the Companies Act, 2013, every company or LLP must have a registered office either at the time of incorporation or within 30 days. This registered address serves as the official place for receiving all communications from the Ministry of Corporate Affairs (MCA).

A company may operate from various locations like corporate, branch, or administrative offices. However, only changes to the registered office must be reported to the RoC or MCA. There's no requirement to notify authorities about other office locations or their changes.

Documents Required for Change in Registered Office Address

Documents Required for Changing Registered Office to Another State

Part 1

• List of Company Directors
• List of Company Shareholders
• List of Creditors (Duly certified by the company’s auditors)
• Copy of Public Notice Published

Part 2

• Copy of Certificate of Incorporation, MoA, and AoA
• Latest Audited Financial Statements of the Company
• Rent Agreement (in the company's name under the new address)
• Utility Bill (Not older than two months as proof of premises)
• NOC Certificate (No Objection Certificate from the owner of the premises)

Rule 27: Notice and Verification of Change in Registered Office Address

As per regulations, Form INC-22 with the prescribed fee must be filed whenever the company changes its registered office address. This is mandated under Section 12(2). All supporting documents must be verified by the registered office.

Mandatory Documents:

• Property Transfer Deed / Lease Deed / Rental Agreement (in the company's name)
• Rent Receipt (not exceeding one month’s rent)
• NOC (if the property is owned by a director or any other person)
• Utility Bills (not older than two months — gas, electricity, or phone) showing the company’s name and new address
• Board Resolution authorizing the change
• Special Resolution (if required)

All documents must accompany Form INC-22. After submission, the MCA will process the address change.

Additionally, the company must update the new address across:

• PAN, TAN, Bank Accounts
• All licenses, registrations, and the MOA wherever the old address appears.

Types of Change in Registered Office Address

A company can change its registered office under four main scenarios. Each requires following specific MCA procedures to avoid penalties.

1. Change within the Same City

• Conduct a board meeting and pass a resolution.
• File Form INC-22 with the MCA within 30 days.
• Submit address proof and NOC from the property owner.

2. Change within the Same State but Different ROC

• Apply to the Regional Director using Form INC-23.
• After passing the resolution, file it with the ROC within 60 days.
• The address update will be processed within 30 days after application filing.

3. Change in Big States with Multiple ROCs

States like Tamil Nadu and Maharashtra follow a unique process when moving between their multiple ROCs.

4. Change to Another State

• Pass a board resolution and update the MOA.
• File MGT-14 within 30 days of resolution.
• Publish a public notice (vernacular & English) at least 30 days before applying.
• Notify all creditors and stakeholders.
• Submit documents to the Regional Director.
• In case of objections, a Central Government hearing is held.
• After RD approval, the ROC updates the address within 30 days.
• File Form INC-22 with supporting documents.

Compliances for Change in Registered Office of a Company

Under the Same ROC

Compliances are simpler when the Registered Office moves within the same Registrar of Companies (ROC) jurisdiction.

A) Change Within the Same City

• Pass a Board Resolution for the address change.
• File Form INC-22 with the ROC within 15 days.

B) Change Outside the City but Under Same ROC

• Conduct a Board Meeting to approve calling an Extraordinary General Meeting (EGM).
• Pass a Special Resolution in the EGM.
• File Forms INC-22 and MGT-14 with the ROC within 30 days of passing the resolution.

Under Different ROC

If the office moves to a different ROC jurisdiction, the process is more detailed and involves additional approvals.

Change of Registered Address Within the Same State

For shifting a company's registered office outside city limits but within the same state (under a different ROC):

Passing Resolution

• The Board of Directors must pass a resolution to hold an EGM.
• A special resolution must be approved at the EGM.
• Submit MGT-14 to the ROC within 30 days of passing the resolution.

Application to Regional Director

• At least 1 month before applying, a public notice must be published in a newspaper.
• All creditors, depositors, and debenture holders must be individually notified within 21 days, giving them a chance to raise objections with the Regional Director.
• Apply to the Regional Director via Form INC-23.

Filings at the ROC

• The Regional Director will confirm the application within 30 days.
• The company must file this confirmation with ROC within 60 days.
• ROC will issue final confirmation within 30 days, verifying compliance.

Change of Registered Office Out of State

When shifting a company’s registered office to another state, the following steps must be followed:

Passing Resolution

• The Board of Directors must pass a resolution to call an EGM.
• At the EGM, a special resolution for the address change and MoA amendment must be passed.
• File the resolution with ROC using MGT-14 within 30 days.

Application to Regional Director

• At least 1 month before applying, publish a public notice in a newspaper.
• Notify all creditors, depositors, and debenture holders within 21 days, giving them time to raise objections to the Regional Director.
• Submit an application using Form INC-23.
• The Central Government will issue confirmation within 60 days, if satisfied.

Filings at the ROC

• File the confirmation with ROC via Form INC-22 within 60 days.
• Submit the Central Government’s approval to ROCs of both states via Form INC-28.
• The ROC will issue final confirmation as proof of compliance.

Why is the Registered Office Address Important?

The registered office address serves as the official location where a company receives all government, legal, and regulatory communications. It’s also where statutory records like books of accounts and registers are maintained. This address determines the jurisdiction for legal matters and ensures proper service of legal processes. Maintaining an accurate and updated registered office is essential for smooth operations and compliance.

Why Sperso Filings?

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