Why Change Your Registered Office?
Business Expansion: Move to a larger or more strategic location as your company grows.
Operational Efficiency: Centralize operations or relocate for better logistics.
Regulatory Compliance: Ensure all statutory records and communications are accurate and up-to-date.
Cost Optimization: Shift to cost-effective premises as business needs evolve.
Types of Registered Office Changes
| Type of Change | Key Requirements |
|---|---|
| Within the same city, town, or village | Board resolution, Form INC-22 |
| Outside local limits but within same ROC jurisdiction | Board meeting, EGM, Special Resolution, INC-22, MGT-14 |
| From one ROC jurisdiction to another within same state | Board meeting, EGM, Special Resolution, INC-23, MGT-14 |
| From one state to another | Board meeting, EGM, Special Resolution, INC-23, MGT-14, RD approval |
Step-by-Step Process
1. Board Meeting & Resolution
Convene a board meeting to approve the change of registered office.
Pass a resolution and, if needed, fix the date for an Extraordinary General Meeting (EGM).
2. Shareholder Approval (if required)
Hold an EGM and pass a special resolution for changes outside local limits, ROC jurisdiction, or state.
3. Filing with Registrar of Companies
File the relevant forms (INC-22, MGT-14, or INC-23) with the Registrar within the prescribed time limit.
Attach all required documents and pay applicable fees.
4. Post-Approval Compliance
Update statutory records, letterheads, signage, and inform all stakeholders and authorities.
Document List
| Document Type | Details/Description |
|---|---|
| Proof of New Registered Office Address | Conveyance deed, property tax receipt, lease/rent agreement, or NOC from owner |
| Utility Bill | Recent electricity, telephone, gas, or water bill (not older than 2 months) showing new address |
| Board Resolution | Certified copy approving the change |
| Special Resolution (if required) | Certified copy passed at EGM |
| Notice and Minutes of EGM | Including explanatory statement |
| List of Creditors and Debenture Holders | For changes involving ROC/state jurisdiction |
| Altered MOA and AOA (if applicable) | Updated company documents reflecting the new address |
| Photograph of New Registered Office | External and internal photos, with a director or KMP present |
| NOC from Owner | If premises are not owned by the company |
| Order from Competent Authority | If moving to another state, approval from Regional Director or Central Government |
| Affidavit and Declaration | As required by the Companies Act and ROC |
| Any Other Relevant Documents | As demanded by ROC or regulatory authorities |
Registered Office Change Checklist
| Step/Requirement | Description |
|---|---|
| Board Meeting | Approve change and authorize filings |
| EGM & Special Resolution (if needed) | Obtain shareholder approval for major changes |
| Filing Forms with ROC | INC-22 (all changes), MGT-14 (special resolutions), INC-23 (state/ROC jurisdiction changes) |
| Attach Supporting Documents | Submit all required proofs and declarations |
| Update Company Records | Letterheads, signage, statutory registers, and notify all authorities and stakeholders |
| Compliance with Deadlines | Complete filings within statutory time limits to avoid penalties |
Frequently Asked Questions (FAQs)
What is the process for changing a registered office address?
The process involves a board meeting, shareholder approval (if required), filing forms with the Registrar, and updating all statutory records and communications.
What documents are needed for a registered office change?
Key documents include proof of new address, utility bill, board and special resolutions, NOC from owner, and photographs of the new office.
How long does it take to change the registered office?
The timeline varies from 1–2 weeks for changes within the same city to 1–2 months for changes involving ROC or state jurisdiction.
What are the penalties for non-compliance?
Non-compliance may result in daily penalties up to a maximum limit as per the Companies Act.
What should be updated after the change?
Update all statutory records, company signage, letterheads, inform banks, authorities, and service providers.
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