The Registrar of Companies (ROC) maintains the registered office address of every company. This address is crucial as it serves as the primary communication point for government notices and legal correspondence.

If a company decides to shift its registered office from one state to another, it involves amending the Memorandum of Association (MoA) and requires approval from the Regional Director (RD).

There are particular procedures you must follow when relocating your company’s registered office to a new state.

• Section 13(4) to 13(7) of the Companies Act, 2013

• Rule 30 laid out in the Companies (Incorporation) Rules, 2014

Such a change requires:

• Changing or modifying the documentation in the Memorandum of Association (MoA)

• Now, the authority that oversees projects is the Regional Director, previously known as the Central Government.

• Business expansion into new territories

• Operational or cost optimization

• Proximity to key markets or customers

• Better infrastructure availability

• Strategic restructuring

• State-level government incentives

Step 1: Convening Board Meeting

• Allow the changes in the location of the registered office.

• Choose the day, time and location for the Extra-Ordinary General Meeting (EGM).

• Sanction the notice of the extraordinary general meeting together with its explanatory statement.

• Permit a director or company secretary to file the application.

Step 2: Pass Special Resolution

• Set up an emergency general meeting.

• The Special Approval process will be used to change the MoA clause concerning the address of the registered office.

• It is important to complete Form MGT-14 within 30 days after the special resolution’s approval and then send it to the ROC.

Step 3: Complete an application for the Regional Director (RD)

• Make sure you fill in and submit an application to the Regional Director (RD) using Form INC-23.

• Attachments required:

1. Special Resolution and Notice of EGM template
2. Performance design for the EGM
3. Altered MoA
4. Identification and verification of the applicant
5. Statement provided by the company’s main officials (Key Managerial Personnel or Directors)
6. Show the court a copy of an ad in the newspaper and proof of notifying the appropriate parties.

Step 4: Public Notice and Notification

• Publish an advertisement in:

1. One English newspaper and
2. There exists one newspaper written in the local language for the district of the registered office.

• The acknowledgement of receiving the documents should be possible when notice is given by registered mail.

1. Creditors and debenture holders (if any)
2. ROC of the state from which and to which the office is being shifted
3. The Chief Secretary of both states

Step 5: Objection Handling (if any)

• When any objection is submitted within 21 days, the RD will organise a hearing.

• If no objection is resolved amicably, the RD will pass an order of approval.

Step 6: Filing with ROC

• After the RD has approved the share issue, complete the filing by using Form INC-28 with the ROC in all states.

• Shifting the location of the office requires the filing of Form INC-22 and presentation of necessary documentation.

1. Details of the rental agreement or ownership stated in the contract
2. Utility bill from the last 2 months
3. Do you have NOC from the landowner if you rent the place?

• Form INC-22 states the date when the new registered office becomes effective.

• Records that should be kept according to the law must be transferred to the new office.

• Update all legal documents, letterheads, website, PAN Card, GST, and other statutory registrations.

If you do not use the right procedure, the consequences may include:

• Rejection of the application by the Regional Director

• Penalties for companies and responsible officers under the Companies Act

• Legal complications in operational continuity