Get complete knowledge about Change of Registered Office Address For Companies
Changing the registered office address means moving the company’s location within the same state or to a different state.
Process Flow
a) Change within the same state/city jurisdiction
- Check the provisions of the AOA regarding the procedure for changing the registered office address.
- Convene a meeting of the board of directors to pass a resolution approving the change of address.
- File Form INC-22 (Notice of Change of Registered Office) with the RoC within 30 days of the change.
- Pay the applicable filing fee and submit the necessary documents, such as proof of the new registered office address.
- The RoC will review and process the filing, and upon successful approval, the registered office address of the company will be updated.
b) Change of Registered Office Outside State
To change a company’s registered office within India, certain procedures and filings must be completed for regulatory compliance. Steps are mentioned in the following:
Board Meeting:
Convene a board meeting, pass a resolution authorizing the change of registered office, and designate a person to carry out the necessary procedures.
Special Resolution:
Conduct a shareholder’s meeting and pass the resolution approving the change in the registered office from one state to another, requiring a specific majority as prescribed by the Companies Act, 2013.
Application to Regional Director (RD):
File an application with the Regional Director (RD) in Form RD-1, seeking approval for the change in registered office from one state to another. The following documents are necessary along with the application.
- Certified copy of the board resolution.
- Certified copy of the special resolution.
- Altered memorandum of association (MOA) reflecting the change.
- Altered articles of association (AOA) reflect the change.
- A list of creditors and debenture holders along with their consent to the change.
- Any other documents as required by the RD.
Newspaper Advertisement:
Publish a notice in English and vernacular newspapers in the current state and the state of the intended registered office change, providing details and inviting objections within a specified period.
No Objection Certificate (NOC) and Approval:
Get NOC from the existing state’s Registrar of Companies (RoC) where the company is currently registered.
Once the application and supporting documents are reviewed by the RD with no objections or concerns, the RD will approve the change in the registered office.
Filing with RoC:
File the approval order with the updated MOA and AOA with the new state RoC within 30 days of receiving the order.
Completion of Process:
Upon successful filing with the new state’s RoC, the registered office change is complete. Update official records and documentation to reflect the new address.