Registered Office of a company denotes its official correspondence address or its principal place of business. Address of the Registered Office of a company should be used for all its official communications.
The company may be needed to change its registered office for a lot of reasons. It may be due to changing operations from one place to another, changing offices within the same city and others. As a company involves an entity, every change needs compliance with legal procedure and filing of documents. In this circumstance, a Board Resolution must be filed along with documents regarding address change with the Registrar of Companies.
The company should have a new address to change the registered office. The address is not required to be a commercial location and it could be the residential address of one of the promoters or any other specific address. Section 12 has made it compulsory for all the companies to have registered office either at the time of incorporation or within 30 days of incorporation. The situation clause of Memorandum of Association includes the state in which registered office of the company is located. However, the notice of detailed address is needed to be mentioned in form INC-22 to Registrar of Companies. Any change in the location of registered office must be notified to Registrar of Companies within 30 days in e- Form INC- 22 with recommended fees.
Arrange a board meeting by issuing notices to all directors
Hold a board meeting and to opt for :
Change of registered office under jurisdiction of one Registrar of Companies to another
Organize extra ordinary general meeting, fixing of day, date and time of extra ordinary general meeting
Giving authority to company secretary or any director for filing an application to Regional Director in form INC-23 and other miscellaneous compliance needed
Issuing notice of Extraordinary General Meeting (EGM) with clear agenda of business, make resolution for changing of registered office from jurisdiction of one Registrar to another along with explanatory statement to all members
Hold the extra ordinary general meeting on appointed date and time and get approval of members by passing a particular resolution for changing of registered office from jurisdiction of one Registrar to another under Section 12(5)
Filing of Form MGT – 14 within 30 days of passing of special resolution with notice of EGM, Certified True Copy of special resolution along with explanatory statement
Filing of an application for getting confirmation from the Regional Director (under whose jurisdiction present registered office of the company is located) in e- form INC-23 with recommended fee, together with following documents under Section 12(5) R/w Rule 25 Chapter 2 :
Board Resolution for changing of registered office
Special Resolution of the members of the company supporting the change of registered office
A declaration provided by the Important Managerial Personnel or any two directors permitted by the Board, that the company has no default in payment of dues to its workmen and has either the approval of its creditors for the proposed shifting or has made essential provision for the payment
A declaration not to get change in the jurisdiction of the Court where cases for prosecution are outstanding
Approved copy of information to the Chief Secretary of the state as to the proposed change, stating that the employees' interest is not negatively affected due to such shifting
Get a confirmation order from Regional Director for changing of registered office from jurisdiction of one Registrar to another and file same with Registrar of Companies in form INC-28 with the prescribed fees within 60 days since the date of order under Section 12(6)
Inform Registrar in e-form INC – 22 within 30 days from the receiving of confirmation order of Regional Director with prescribed fees together with following documents under Section 12(4)
The registered document of the title of the property of the registered office in the name of the company or
The notarized copy of rent agreement or lease in the name of the company along with a copy of receipt of rent paid not older than 1 month
The authorization from the proprietor or occupant of the premises with evidence of ownership or tenancy authorization, to use the premises by the company as its registered office
The proof of any utility service like telephone, electricity, gas and others represents the address of the premises in the name of the proprietor or document, as the case may be, that is not more than 2 months
Copy of order of expert authority
Get the new address of registered office printed on all business letters of the company, letter papers, bill heads, notices and other official publications under section 12.
Organize a board meeting by issuing notices to all directors
Call a board meeting to decide on :
Changing of registered office from one state to other
Changing of Memorandum of Association
Organizing of Extra Ordinary General Meeting, fixing the day, date and time of the same
Authorizing Company Secretary or any director to file an application to Regional Director in form INC-23 and other various compliances necessary in this behalf
Issue notice of EGM with clear schedule of business, making resolutions for shifting of registered office from one State to another, changes of Memorandum of Association for such change and explanatory statements to members
Call extra ordinary general meeting on fixed date and time and get approval of members by passing a special resolution for changing of registered office from jurisdiction of one Registrar to another under Section 12(5)
Filing of Form MGT – 14 within 30 days of passing the special resolution with notice of EGM, Certified True Copy of special resolution with explanatory statement
The Company must do the following not more than 30 days before the date of filing the application in Form No INC - 23 :
Issue an advertisement in the Form No. INC-26 in various newspapers in various languages in the district and in English language in an English newspaper with the extensive distribution in the state in which the registered office of the company is placed
Offered by registered post with acknowledgement due, notice to each debenture-holder and creditor of the company
Provide by registered post with acknowledgement due, a notice and copy of the application to the Registrar and to the SEBI, in case of listed companies and to the regulatory entity, if the company is controlled under any special Act or law for the time being in force
File an application for getting confirmation from the Regional Director (under whose jurisdiction active registered office of the company is located) in e- form INC-23 with prescribed fee, along with following documents under Section 13(4) R/w Rule 30 Chapter 2 :
Copy of Memorandum of Association with proposed changes
Copy of the minutes of the general meeting at which the resolution that allows such change was passed, offering details of the number of votes casted in favour or against the resolution
Copy of Board Resolution or Power of Attorney as the case may be
A list of debenture holders, creditors and drawn up to the most up-to-date date earlier the date of filing of application by not more than 1 month with following details :
Names and address of each creditor and debenture holder of the company
Nature and respective amounts due to them in about debts, claims or liabilities
The above mentioned list of creditors and debenture holders must be along with declaration signed by the Company Secretary of the company, if any and minimum 2 directors of the company, one of whom shall be a managing director, where there is one, mention that :
They have made a complete inquiry into the affairs of the company and completed that the list of creditors are accurate and that the estimated worth as offered in the list of the debts or claims to be paid on a eventuality or not determined are proper estimates of the values of such debts and claims and that there are no debts of or claims against the company
No employee must be retrenched as a result of change of the registered office from one state to another state and also there should be an application filed by the company to the Chief Secretary of the associated State Government or the Union territory
Acknowledgment of service of a copy of the application with complete annexure to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is located at the time of filing the application
Authenticated copy of the advertisements in newspapers and notices forwarded to debenture-holders and creditors, copies of objections obtained and tabulated details of responses with the counter response from the company acquired either in the electronic mode or in physical mode in reply to such advertisements and notices
The Central Government will call a hearing and instruct the company for filing an affidavit to record the consensus acquired at the hearing and upon execution of such affidavit, the Central Government shall give an order accepting the changes within 60 days of filing the application
Where no consensus is obtained at the hearings, the company must file an affidavit stating the manner in which objection is to be resolved within a specific time, duly reserving the original jurisdiction to the objector for following its legal solutions, even after the registered office is change and upon execution of such affidavit the Central Government shall pass an order validating or rejecting the change within 60 days of the filing of application.
Where no objection has been obtained from any individual in reply to the advertisement or notice of the debenture holders and creditors (U/R. 30(5), Chapter 2) or if not, the application may be put up for orders without hearing and the order either accepting or rejecting the application must be passed within 15 days from receiving the application.
Upon getting an order from Regional Director for shifting of registered office from one State to another, file same with registrar of each state in form INC-28 with the recommended fees within 30 days from the date of receipt of the order under Section 13(7) R/w Rule 31, Chapter 2.
Inform Registrar in e-form INC – 22 within 30 days from the receiving of confirmation order of Regional Director with prescribed fees and together with following documents according to Section 12 (4) :
Registered document about the title of the property of the registered office in the name of the company
Notarized copy of rent agreement or lease in the name of the company with a copy of rent paid receipt not older than 1 month
Authorization from the owner or authorized inhabitant of the premises with evidence of ownership or tenancy authorization for using the premises by the company as its registered office
Evidence of any utility service like telephone, electricity, gas and others showing the address of the premises in the name of the owner or document not older than 2 months
Copy of altered Memorandum of Association
Copy of order of competent authority
Obtain the new address of registered office printed on all business letters, letter papers, bill heads, notices and other official publications of the company as par Section 12
Changing of registered office shall not be permitted where any inspection, inquiry or investigation has been done against the company or any examination is pending against the company. Though, on end of such inquiry, inspection or investigation as a result of which no prosecution takes place or no prosecution is pending, change of registered office may be permitted.
Registered Office is the official correspondence address of a company or its main place of business. The address of the Registered Office must be used in all its official communications. The Registered Office of a company can be changed from one place to another in the same state or from one state to another after following legal needs. The company shall attach the name and address of its registered office outside each office or place of business in a well-known position.
The Registered Office of a company can be changed from one place to another within a city in the same state or from one state to another.
Shifting within the same state is simple because it only requires approval of the Board of Directors or shareholders and filing documents. If the Registered Office is changed from one state to another, it requires approval of the Regional Director.
Within the same city, the Registered Office can be changed upon approval by the Board of Directors and to a different city, by shareholders. If changing outside the state, it requires the approval of the Regional Director.
All books of accounts should be preserved at the registered office of the company. But if they are preserved at any other place, then company must send a written notice to the registrar of that place.
No, the Registered Office of a Company or LLP should be in the State where the company was registered in India.
Yes, the Registered Office of a Company or LLP can be made in the residence of one of the Directors or Managing Partners.
The process for changing the Registered Office of a Company will depend on the type of change of address. Change in Registered Office is classified into three categories :
Alteration of Registered Office within the same town/city/village
Alteration of Registered Office within the same Registrar of Company (ROC) jurisdiction
Change of Registered Office of the Company from jurisdiction of one Registrar of Companies to another
Documents can be downloaded from Registrar of Companies website.