Changing the Registered Office

The registered office of a company is its official address where all communications and notices from the Ministry of Corporate Affairs (MCA) and other statutory bodies are sent. Changing the registered office is a legal process governed by the Companies Act, 2013. Companies may need to change their registered office due to expansion, relocation, or operational convenience.

This process involves informing the MCA and adhering to compliance requirements based on the nature and location of the move.

Types of Registered Office Changes

1. Within the Same City/Town/Village:

   • The registered office is relocated within the limits of the same city or town.

2. From One City/Town to Another Within the Same State (Same ROC Jurisdiction):

   • The move happens within the same state but under the same Registrar of Companies (ROC).

3. From One ROC to Another Within the Same State:

   • The company shifts to a location in the same state but under a different ROC jurisdiction.

4. From One State to Another:

   • The registered office is relocated to another state, requiring changes to the Memorandum of Association (MOA).

Steps to Change the Registered Office in India

1. Board Meeting:

• Convene a Board meeting to pass a resolution for changing the registered office.

2. Shareholders’ Approval (if required):

• In some cases, such as interstate changes, an Extraordinary General Meeting (EGM) is required to pass a special resolution.

3. File Necessary Forms with MCA:

• Depending on the type of change, the following forms must be filed:
  • Form INC-22: For changes within the same city or state.
  • Form MGT-14: For special resolutions passed (in case of interstate changes).
  • Form INC-23: To obtain approval from the Regional Director for interstate changes.

4. Amendment to MOA (for Interstate Changes):

• Update the MOA to reflect the new state in the registered office clause.

5. Approval from Authorities:

• Obtain approval from the ROC and, if applicable, the Regional Director.

6. Update Address with Other Authorities:

• Inform banks, tax authorities, and other stakeholders about the new address.

Documents Required

1. Board Resolution:

   • Copy of the resolution passed by the Board.

2. Special Resolution (if applicable):

   • Copy of the special resolution for significant changes.

3. Proof of Address:

   • Rent/lease agreement, utility bills, or property ownership documents of the new address.

4. No Objection Certificate (NOC):

   • NOC from the property owner (if rented).

5. Altered MOA:

   • Updated MOA for interstate office changes.

6. Notice of Change:

   • Public notice in newspapers (for interstate relocations).

Timeline for Changing Registered Office

• Within the Same City:

  • Typically completed within 15–30 days.

• Within the Same State (Different City):

  • Can take up to 30 days.

• Interstate Change:

  • Involves multiple approvals and can take 2–3 months.

Key Considerations

1. Legal Compliance:

   • Companies must notify the ROC of any change in the registered office within 15 days of the move.

2. Interstate Relocation:

   • Requires approval from the Regional Director and amendments to the MOA.

3. Stakeholder Communication:

   • Notify clients, vendors, and government bodies to ensure smooth operations.

4. Penalty for Non-Compliance:

   • Failing to update the registered office details can attract penalties under the Companies Act, 2013.

5. Impact on GST Registration:

   • Update the GST registration details to avoid disruptions in tax filings.

Benefits of Updating the Registered Office

1. Operational Efficiency:

   • Move to a location better suited for business operations.

2. Compliance with Law:

   • Avoid penalties and maintain a good standing with regulatory bodies.

3. Enhanced Credibility:

   • Keeping statutory records updated builds trust among stakeholders.

4. Seamless Communication:

   • Ensures timely receipt of official communications from authorities.