Company Registered Office Change

February 19, 2025 by Team Instabizfilings

Registered Office Address: A Complete Guide

A business must maintain the registered office as its official address according to regulations at the Registrar of Companies (ROC). All official communications and legal notices together with correspondence should be directed to this address. Companies need to maintain constant operation at their registered office location because the Companies Act, 2013 requires it as a fundamental condition.

The following guide will detail both reasons why a registered office is important alongside steps for changing this address along with required procedures.

What is a Registered Office Address?

A registered office address is the official address of a company, LLP, or any corporate entity where:

Official documents and legal notices are sent.
Regulatory communications from authorities such as the Registrar of Companies (RoC), Income Tax Department, GST authorities, and other government agencies are delivered.
It serves as the legal address for the company, where it can be found for statutory purposes.

The registered office is required to be located within the jurisdiction of the Registrar of Companies (RoC), under whose office the company is registered.

Why is a Registered Office Important?

The registered office holds significant importance because:

It is the official point of contact for any legal matters.
The address must be a physical location (and not a P.O. Box address) that is capable of receiving documents and communication from government bodies.
It ensures that the company complies with the legal requirement of maintaining a physical address for correspondence under the Companies Act, 2013.

Change of Registered Office: Process and Requirements

A company may choose to change its registered office address for various reasons:

Expansion of business operations.
Relocation of office to a different city or state.
To ensure better accessibility for business activities.
Changing office premises due to lease or ownership changes.

The process to change the registered office address involves several steps, depending on the location change (within the same state or to a different state).

Alteration of Registered Office Address to the Same State

If a company decides to move its registered office to a different address within the same state, the process is relatively simple.

Steps to Change the Registered Office within the Same State:

Board Resolution Approval:

The change of registered office must first be approved by the Board of Directors through a Board Resolution in a Board Meeting. This resolution will authorize the change and specify the new address.
The board must pass the resolution by a majority vote.

Filing with the Registrar of Companies (RoC):

After the board’s approval, the company must file Form INC-22 with the RoC to notify the change in the registered office address.
Along with Form INC-22, the company must submit the following:

- - A copy of the Board Resolution.
  - Proof of the new address, such as a rent agreement or property deed.
  - A no-objection certificate (NOC) from the owner of the new premises, if the company is renting the premises.
Approval from RoC:

After assessing the application the RoC takes final approval if all submitted documents pass evaluation.
The RoC will grant approval so the new registered office location can be officially recorded through a Certificate of Change of Registered Office.

Update Statutory Documents:

The company must update its Memorandum of Association (MoA) and Articles of Association (AoA) with the new address. These documents must be amended to reflect the new location of the registered office.
The company’s letterheads, business cards, official stationery, and websites should also reflect the new registered office address.

Changing the Registered Office Address from One State to Another State

When a company changes its registered office from one state to another, the process involves additional steps compared to moving within the same state.

Board Resolution Approval: The company’s Board of Directors must pass a resolution in the board meeting to approve the change of the registered office from one state to another.
Special Resolution of Shareholders: A Special Resolution during a General Meeting (AGM or EGM) of the shareholders needs to approve the registered office relocation after a board resolution has passed.A Special Resolution requires shareholders' votes reaching at least 75% of the total cast votes for its approval.
Filing with the RoC:

Form INC-23 must be filed with the Registrar of Companies (RoC) to seek approval for the shift of registered office from one state to another.
Along with Form INC-23, the company must also file Form MGT-14 to notify the RoC of the Special Resolution passed for the change.
Additional documents required include:

- - The Board Resolution and Special Resolution.
  - Proof of the new office address.
  - A no-objection certificate (NOC) issued by the landlord (if necessary).
Approval from RoC and Regional Director:

The RoC will review the application, and if everything is in order, the Regional Director (RD) of the Ministry of Corporate Affairs will grant approval for the shift of the registered office.
Once the approval is granted, the company will receive a Certificate of Registration of Change of Registered Office.

Update Documents: Similar to the process for moving within the same state, the company must update the MoA, AoA, letterheads, official stationery, and websites with the new registered office address.

Key Documents Required for Changing the Registered Office Address

Board Resolution: A resolution passed by the board of directors approving the change of address.
Special Resolution: A special resolution passed by the shareholders (in case of change of state).
Form INC-22: To inform the RoC of the change in the registered office (within the same state).
Form INC-23: For shifting the registered office from one state to another.
Form MGT-14: To register the special resolution with the RoC.

Proof of New Address: Documents like the rent agreement, property deed, or utility bill showing the new registered address.
No Objection Certificate (NOC): From the landlord of the new office premises, if applicable.

Conclusion

Changing a company’s registered office address is a straightforward process, but it must be done in compliance with the Companies Act, 2013 to ensure that the company is legally recognized with its new address. Whether the change is within the same state or to a different state, the company must follow the appropriate steps, file the required forms, and update its documents.

It is advisable to consult with legal professionals or company secretaries to ensure that all the legal requirements are met and to avoid any potential issues or delays with the RoC approval process.

By keeping the registered office address up-to-date, a company ensures that it remains compliant with the law and continues to receive important legal communications without interruptions.

Disclaimer

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