Registered Office Change

Registered Office Change Address

The registered office of a company is the place where all official communications pertaining to a Company arrive. In addition to a registered office, a company can have a corporate office, administrative office, branch office, or factory. However, the Company must register only the registered office with the Ministry of Corporate Affairs. A company can open all other offices or additional locations without any intimation to the ROC.

The registered office of the Company will also determine the domicile of the company (State of Incorporation). The state or location of the registered office will determine the Registrar of Company (ROC) where the applicant must submit the application for company registration. Any change of address of Registered Office must be notified to the Registrar of Company (ROC) within 15 days.

Registered Office Requirement during Company Registration

At the time of incorporation of a Company, it is important to declare the registered office of the Company and submit documentary evidence. Typically, the company must submit the following documents while declaring a registered office during incorporation:

  • Electricity Bill / Water Bill / Property Tax Receipt
  • No-Objection Certificate (NOC) from Landlord for Registered Office
  • Rental or Lease Agreement between Landlord and the Company

It is important to note that the name and address mentioned on the electricity bill / water bill / property tax receipt exactly match the NOC Certificate from Landlord and the Rental Agreement. Further, the registered office of a company cannot be a vacant land or building under construction. However, there is also no requirement for the registered office to be a commercial or industrial property. The registered office of a company can also be a residential property.

In case the company has not decided the registered office of the Company while filing for incorporation, Companies Act, 2013 provides the option for the Company to declare a temporary address. The Company must then declare the registered office by filing INC 22 within 15 days of incorporation.

Registered Office Change

Once a Company declares its registered office by filing INC 22, it must notify the ROC of any further changes to the registered office. The Company must notify any change in registered office address within the same area of city, town, or village within fifteen days by filing the appropriate forms. If the change of registered office falls outside the local limits of any city, town, or village, the Company must approve the change through a special resolution. If a company changes its registered office from one ROC jurisdiction to another, the Regional Director of ROC must approve the change. Visit E-Taxdial for more information relating to change of registered office of a Company.

Rule 27: Notice and verification of change of situation of the registered office

The Company must file the notice of change of the registered office and its verification in form INC 22, along with the prescribed fees and the attached form above. Sub-section (2) of section 12 specifies the documents and the manner of verification. To verify the registered office, the company must attach the documents in the prescribed format with form INC-22, both when giving intimation of the registered office at incorporation and whenever changes occur. The documents for verification of the registered office depend on the ownership status and appear below.

  • If the company itself owns the registered office, it must provide the conveyance deed of the property in the company’s name.
  • If the company leases or rents the registered office, it must provide the lease deed or rent agreement and rent receipts. The rent receipt cannot be older than one month.
  • If a director or any other person owns the office and the company has not leased the premises, the company must attach proof that it is permitted to use the place as its registered office. This may be in the form of a ‘No Objection Certificate’ from the owner.

Utility Bill and Resolution Requirements

The company must attach copies of the utility bills mentioned below in all the above cases. These bills should bear the name of the company along with the address to be used as the registered address. These should not be more than 2 months old.

  • Mobile phone bill
  • Telephone bill
  • Electricity bill
  • Gas bill

The company has to pass certain resolutions such as the special resolution and the board resolution.

  • Special Resolution– The company must pass this in a general meeting if it wants to change the registered office to a place outside the local limits of the city, town, or village where the office is presently located.
  • Board Resolution– The board must pass a resolution authorizing the director to sign and submit form INC-22.

Change of Registered Office with a Different ROC but Same State

Incase the company wants to change the registered office from the jurisdiction of one ROC to the other ROC, it has to apply for the approval of the Regional Director (RD) in the manner prescribed in form INC- 23. Once the Regional Director confirms this change, it has to file the same confirmation the ROC within 60 days. The ROC shall confirm the change of the address within 30 days of the filing.

Change of Registered Office to Another State

The company needs to amend the Memorandum of Association to change the registered office from one state to another. To alter the MOA, the company must pass a special resolution. Within 30 days of passing it, the company must file this resolution with the ROC in form MGT-14. To change the registered office from one state to another, the company needs to get the approval of the CG in form INC- 23. The documents to attach along with the application in form 23 appear below.

  • A copy of the special resolution sanctioning the alteration by the members of the company.
  • a copy of the memorandum and articles of association
  • A copy of the notice conveying the general meeting along with relevant explanatory statement
  • A copy of the minutes of the general meeting wherein the resolution authorising the alteration.
  • A list of creditors and debenture holders
  • A copy of board resolution or Power of Attorney
  • Document relation to payment of application fee

Central government shall dispose of the change of registered office application outside the state within 60 days of the application and before passing it may confirm that the change is with consent of the creditors, debenture holders etc. The company must file the Centre’s approval with the registrars of both the states where the old and new registered offices are located. The registrar of the state wherein the new office will be located shall register the same and issue a fresh certificate of incorporation.