Registered office of a company is a principle place of business activity of a company. It is mandatory for all companies to have its registered office and to inform the Registrar of Companies (ROC) about the location and any change thereto within the prescribed time. 

The shifting of registered office outside the local limits of city is covered under the provisions of Section 12 read with Rule 27 of the Companies (Incorporation) Rules, 2014.

Approval Requirements:

• Board Resolution
• Special Resolution
• Give authority to any director of the company to file the e-form INC-22 and carry out all incidental activities.

Procedure for Shifting of Registered Office:

• Convene a Board Meeting:

1. Pass the resolution for the recommendation for shifting of registered office outside the local limits of city.
2. Approval of notice calling of EGM, fixing of date, day and time.
3. Authorizing Company Secretary or any Director compliance required in this behalf.
4. To recommend Alteration of Registered Office Clause, if required.

• Convene an Extra-Ordinary General Meeting (EGM):

1. Pass Special resolution for shifting of registered office.

• File e-form MGT-14 with ROC:

The company shall file e-form MGT-14 with ROC within 30 days of passing special resolution and attach scan copies of:

1. CTC of Special resolution – shifting application.
2. Notice of General Meeting along with explanatory statement, minutes of General meeting. 

• File e-form INC-22 with ROC:

The company shall file e-form INC-22 with ROC within 15 days of passing Special resolution and attach scan copies of:

1. Proof of Registered Office address. (Conveyance/Lease deed/Rent agreement etc. along with the rent receipts)
2. iCopies of the utility bills. (not older than 2 months)
3. Proof that the Company is permitted to use the address as the registered office of the company. (NOC)
4. List of all the companies having the same registered office address, if any.

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