Change in Registered Office for Pvt Ltd
Change in Registered Office: Meaning, Process, Documents, Fees and Timelines
Every company is required to maintain a registered office as recorded with the regulatory authorities. This registered office serves as the official address for receiving all statutory communications, notices, and correspondence, and it is also mentioned in the company’s Memorandum of Association (MOA) and Articles of Association (AOA).
There may be situations where a company needs to change its registered office due to operational or business requirements. Since the process involves specific legal procedures and compliance requirements, professional guidance becomes essential. BizCatalyst technologies offers end-to-end assistance to ensure a smooth and hassle-free change of registered office. Get in touch with our experienced team for seamless support throughout the process.
What is the registered office of the company?
The registered office of a company is its official address as recorded with the regulatory authorities. It is the place where all statutory communications, notices, and official correspondence are sent, and every company is required to maintain a functional registered office at all times.
Under the Companies Act, 2013, the registered office holds significant importance. Non-compliance, such as not having a working registered office, can lead to serious consequences, including penalties and regulatory action against the company.
Particulars of Company Annual Return
Every company is required to prepare an Annual Return containing the following particulars:
Details of the registered office, principal business activities, and particulars of holding, subsidiary, and associate companies
Information on shares, debentures, and other securities, along with the company’s shareholding pattern
Details of the company’s liabilities
Particulars of members and debenture holders, including any changes during the year
Details of promoters, directors, and key managerial personnel (KMP), along with any changes
Information on meetings of members or any class of members, the Board of Directors, and Board committees
Remuneration paid to directors and key managerial personnel
Details of penalties or punishments imposed on the company, its directors, or officers, along with information on compounding of offences and appeals filed
Matters relating to certification of compliance
Details of shares held by or on behalf of foreign institutional investors
Any other information as may be prescribed under the applicable provisions of law
Major Reasons for Change in Registered Office
The reasons for changing a company’s registered office may vary from case to case. Some of the most common reasons include:
Expansion of Operations: Companies may shift their registered office while expanding operations, launching new products, or entering new markets. Relocating helps them operate closer to their target customer base or business opportunities.
Property-Related Reasons: A change in ownership, purchase of new premises, or expiry or termination of a lease may require the company to move its registered office to a new location.
Better Market Accessibility: Over time, companies may realise that their existing location does not provide adequate access to markets, suppliers, or clients. Shifting the registered office can help improve connectivity and business reach.
Legal or Regulatory Compliance: In certain situations, a company may be required to change its registered office due to statutory requirements, regulatory directions, or compliance with provisions of applicable laws.
Different Cases of Change in Registered Office
The registered office of a company can be changed in multiple ways, depending on the extent and location of the shift. The Companies Act, 2013 recognises the following four scenarios for change of registered office:
Change within local limits:
Shifting the registered office within the local limits of the same city, town, village, or place.Change within the same state (same ROC):
Relocating the registered office within the same state where the jurisdiction of the Registrar of Companies (ROC) remains unchanged.Change within the same state (different ROC):
Shifting the registered office within the same state that results in a change in the jurisdiction of the Registrar of Companies (ROC).Change from one state to another:
Moving the registered office from one state to another, which involves approval from the Central Government and compliance with additional procedural requirements.
Change in Registered Office within the Local Limits
A company may change its registered office within the local limits of the same city, town, or village by following a simple compliance process under the Companies Act, 2013. The procedure is outlined below:
1. Convene a Board Meeting
The company must first hold a board meeting to:
Pass a board resolution approving the change of registered office; and
Authorise one or more directors to complete the necessary filings and oversee the shifting process.
2. Necessary Filings with the ROC
After passing the board resolution, the company must intimate the Registrar of Companies (ROC) by filing Form INC-22 within 15 days from the date of the resolution. The following documents must be attached with the form:
Certified true copy of the board resolution
Proof of the new registered office address
Recent utility bill (not older than two months) as address proof
Proof of right to use the premises, in case the office is rented (rent agreement/NOC)
3. Post-Approval Compliance
Once the ROC approves the change, the company must update the new registered office address on all official records and materials, including letterheads, website, name boards, email signatures, and other statutory documents.
Change in Registered Office within the Jurisdiction of the Same ROC
If the company has shifted its registered office from one city to another and is within the jurisdiction of the same Registrar of Companies (ROC), the following procedure should be followed:
- Convene a Board Meeting:Â The company should convene a board meeting to approve the shifting of the registered office, fix the date for a general meeting to seek shareholders’ approval, and authorize directors for the process.
- Obtain the Approval of Shareholders:Â The company must obtain shareholders’ approval via a special resolution at a general meeting.
- Intimate ROC:
Seek approval from the ROC by filing Form MGT-14 and Form INC-22 within 15 days of passing the special resolution, accompanied by necessary documents.
- A certified copy of the board resolution
- A certified copy of the special resolution
- Proof of new registered office
- Recent utility bills (not more than 2 months older) as proof of the new address
- In case the of rented property, the proof showing the right to use
- Post Approval Compliances:Â After ROC approval, update the company’s address on all official documents and platforms.
Change in Registered Office from the Jurisdiction of One ROC to Another
To shift the registered office of a company from the jurisdiction of one Registrar of Companies (ROC) to another within the same state, the company must comply with the following step-by-step procedure under the Companies Act, 2013:
1. Convene a Board Meeting
The company must first hold a board meeting to:
Approve the proposal for shifting the registered office;
Authorise one or more directors to carry out the required compliances; and
Fix the date, time, and venue of the general meeting to obtain shareholders’ approval.
2. Conduct a General Meeting
A general meeting of shareholders must be convened, and approval for shifting the registered office must be obtained by passing a special resolution.
3. File Form MGT-14 with ROC
Within 15 days of passing the special resolution, the company must file Form MGT-14 with the ROC along with:
Certified copy of the special resolution; and
Explanatory statement annexed to the notice of the general meeting.
4. Prepare List of Creditors and Debenture Holders
The company must prepare a list of its creditors and debenture holders, along with their consent for the proposed change in registered office.
5. File Application with the Regional Director (RD)
The company must file Form INC-22 with the Regional Director, attaching:
Certified copy of the board resolution;
Certified copy of the special resolution;
Minutes of the general meeting approving the change; and
Declaration by the directors or Key Managerial Personnel (KMP) confirming that the change will not prejudice or defraud creditors.
6. Receipt of Approval from the Regional Director
The Regional Director will examine the application and pass an order within 15 days from the date of receipt of the application.
7. File Form INC-28
Within 30 days of receiving the approval from the Regional Director, the company must file Form INC-28 with the ROC.
8. Final Filing with ROC
Within 60 days from the date of the RD’s order, the company must file the required documents with the ROC, including:
Certified copy of the board resolution;
Certified copy of the special resolution;
Proof of the new registered office address;
Recent utility bill (not older than two months);
Proof of right to use the premises (in case of rented property); and
Copy of the Regional Director’s order.
9. Post-Approval Compliances
After receiving approval from the ROC, the company must update its new registered office address on all official records, including letterheads, website, statutory registers, name boards, and official communications.
Change in Registered Office from One State to Another
The procedure to change the registered office of a company from one state to another under the Companies Act, 2013 is as follows:
1. Convene a Board Meeting
The company must first hold a board meeting to:
Approve the proposal to shift the registered office from one state to another;
Authorise one or more directors to carry out the shifting process and related compliances; and
Fix the date, time, and venue of the general meeting to obtain shareholders’ approval.
2. Conduct a General Meeting
A general meeting of shareholders must be convened, and approval for shifting the registered office must be obtained by passing a special resolution.
3. Obtain No Objection from Creditors and Debenture Holders
The company must prepare a list of creditors and debenture holders and send them notices seeking their no-objection to the proposed shift. These notices should be issued at least 14 days before the date of hearing.
4. Newspaper Advertisement
A public notice regarding the proposed change must be published in one English newspaper and one vernacular newspaper in the format prescribed under Form INC-26, at least 14 days prior to the hearing.
5. Intimation to Regulatory Authorities
Notices must be sent to relevant regulatory authorities such as the RBI, SEBI, ROC, Income Tax Department, or any other authority as applicable.
6. File Application with the Regional Director (RD)
An application must be filed with the Regional Director in Form INC-23, along with the following documents:
Certified copies of the board resolution and special resolution;
Altered Memorandum of Association (MOA) and Articles of Association (AOA);
List of creditors and debenture holders;
Required affidavits;
Copy of the newspaper advertisements; and
No Objection Certificates (NOCs) from creditors and regulatory authorities.
7. Filings with the ROC
The company is required to make the following filings:
Form MGT-14 within 30 days of passing the special resolution;
Copy of the application filed with the RD in Form GNL-1 with the ROC;
Form INC-28 within 30 days of receiving the RD’s order; and
Form INC-22 within 15 days of the RD’s order, providing details of the new registered office.
8. Post-Approval Compliances
After receiving approvals from the Regional Director and the ROC, the company must update its new registered office address on all official records, including letterheads, website, statutory registers, name boards, and official communications.
Fees for Change in Registered Office
The fee structure applicable for filing forms related to the change in registered office of a company is as follows:
| S. No. | Nominal Share Capital | Fees Applicable (₹) |
|---|---|---|
| 1 | Less than ₹1,00,000 | ₹200 |
| 2 | ₹1,00,000 to ₹4,99,999 | ₹300 |
| 3 | ₹5,00,000 to ₹24,99,999 | ₹400 |
| 4 | ₹25,00,000 to ₹99,99,999 | ₹500 |
| 5 | ₹1,00,00,000 or more | ₹600 |
These fees are payable to the Registrar of Companies (ROC) while filing the prescribed forms for changing the registered office of the company.
