The registered office address is the official address of the company in records of registrar of companies where all legal & government communications are sent.

As per companies act, 2013 – every company has to mandatorily affix the name of the company as well as its address outside the registered office or division where the business is carried out. As per companies’ amendment act of 2017, it is mandatory for all businesses to have registered office from the date of commencement of its operations or within 30 days from the date of incorporation (whichever is earlier). As per law, company can have multiple addresses but there is only one registered official address.

A company can change its registered office within the same city or from one state to another because of the following reasons –

  1. Growth in terms of resources
  2. Public demand
  3. Better management
  4. Government policies.

The procedure & formalities to change the registered address of the company varies depending upon change of registered address –

  1. Within the same city
  2. From one city to another city in a same state
  3. From one state to another state

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Document Requirements for Change Registered Office Address

Documents Needed In Case Of Change In Registered Office Within The City

  • Form INC-22
  • Prescribed fee
  • Application to registrar of companies

Documents Needed In Case Of Change In Registered Office Address From One City To Another City In A Same State

  1. Passing of special resolution

Documents Needed For Change In Registered Office From One State To Another State

  • List of company shareholders
  • List of company directors
  • List of company creditors duly certified by the auditors of the company
  • Copy of incorporation certificate, MOA & AOA
  • Copy of published public notice
  • Current audited financial statements of the company
  • Proof of premises such as utility bill (not older than 2 months), NOC from the owner etc.

Process of Changing Registered Office Address

The process of changing registered office address are given below –

  • Change in registered office address within the city - A company can easily change their registered office address within the city without taking permission from shareholders or any other authority. Every company should notify the changes in registered office address to the registrar of companies. Company needs to file INC-22 along with other relevant documents & a prescribed fee.
  • Change in registered office address from one city to another city in a same state - Company has to take approval from shareholders by passing a special resolution in case of change in registered office address from one city to another city in a same state.
  • Change in registered office address from one state to another state - This process is long and time consuming and it should be followed properly to shift the registered office from one state to another state –
    1. Step -1 In the first step, company needs to prepare draft memorandum & articles of association of the company
    2. Step -2 In the second step, company needs to hold meeting with board of directors following the standards of board meetings prescribed by ICSE and EGM notice is also signed by the directors.
    3. Step -3 In the third step, organize a meeting of shareholders and pass the special resolution regarding the change in the address of the company in memorandum of association. The special resolution means a decision is taken by more than 75 percent voting rights.
    4. Step -4 In the fourth step, company needs to file form MGT-14 within 30 days of passing the resolution with the prescribed fee along with the certified copy of resolution to ROC.
    5. Step -5 After filing the form MGT-14, company needs to take approval for alteration & memorandum of association by filing application form – INC 23 to the federal government along with the following documents mentioned below –
      1. Copy of amended MOA & AOA of the company
      2. Copy of the power attorney or board resolution
      3. A copy of recording minutes of general meeting votes
      4. A special resolution passed by the members for MOA & AOA alteration.
      5. List of creditors & debenture holders of the company who are having the right to object the application along with address, nature of debt & the amount due.
      6. Authority letter copy, the board of resolution for the person who will appear in the meetings (If any)
      7. Affidavit from the directors that every employee will be retained while shifting to new registered office. The application will be sent to the chief secretary & registrar of the state where the company is situated.
    6. Step -6 In the sixth step, company needs to advertise the proposed address change in the newspaper – one in English language and other one in the official language of the state before 30 days of the hearing.
    7. Step -7 In step-7, send the application notice by registered post to all the creditors, debenture holder, chief secretary of the state or regulatory authority that governs company such as SEBI (If company is listed), RBI (If company is registered under RBI or income tax department)
    8. Step -8 If an objection is raised by any other person for the proposed application, the copy of objection should be sent to the federal government or regional director before the hearing. If no objection is received from another party regional director will pass the order.
    9. Step -9 Make sure to confirm the change by making an order with or without any terms & conditions.
    10. Step -10 When the order is passed by the regional director, the new registered office address will approve. Form INC 22 will be filed with both the ROC’s along with the relevant documents. In order to make this order effective, file form INC- 28 to the ROC within 30 days.
      A company cannot shift its office to another state if the company has any inspection or investigation started or any prosecution pending against the company under the companies act.

Registered Office Address Change FAQ’S

No, the registered office of a company cannot be kept abroad. It should be in the state where company is incorporated.
Procedure to change the registered office address may vary depending upon the nature of change in address –
  1. Registered office address change in same city
  2. Registered office address change from one city to another city in same state
  3. Registered office address change from one state to another state
yes, the registered office of a company can be address of any of the directors or managing partners.
ROC intimate the company that their registered office address is approved within 30 days after verifying company’s relevant documents.

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