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The procedure for changing a company's registered office address is governed by the Companies Act, 2013, and is determined by whether the shift changes the city, the Registrar of Companies (ROC) jurisdiction, or the state.

1. Change Within the Same City/Town (Same Local Limits)

This is the simplest administrative change, as the Registrar of Companies (ROC) jurisdiction remains the same.

Procedure:

1. The company must hold a Board Meeting to approve the new address and pass a Board Resolution.

2. Within 30 days of passing the Board Resolution, the company must file Form INC-22 with the ROC.

3. Required Documents include proof of the new address (e.g., utility bill not older than two months), a No Objection Certificate (NOC) from the owner of the premises, and the copy of the Board Resolution.

2. Change Outside the Local Limits of City/Town, but Within the Same State (Same ROC Jurisdiction)

This shift requires approval from the company's shareholders, even though the ROC remains the same.

Procedure:

1. The Board of Directors must first pass a Board Resolution to approve the shift and authorize the calling of an Extraordinary General Meeting (EGM).

2. An EGM must be held, and the shareholders must pass a Special Resolution (requiring a 75% majority) to approve the change.

3. Within 30 days of passing the Special Resolution, the company must file Form MGT-14 with the ROC.

4. Subsequently, the company must file Form INC-22 with the ROC within 30 days of the Special Resolution.

5. Required Documents include the Special Resolution, the notice for the EGM, and the standard address proofs and NOCs.

3. Change Within the Same State, but to a Different ROC Jurisdiction

This change involves shifting the company's records from one ROC office to another within the same state (e.g., from Pune ROC to Mumbai ROC). This requires approval from the Regional Director (RD).

Procedure:

1. The company must follow the steps for passing both a Board Resolution and a Special Resolution (as described in point 2 above).

2. Form MGT-14 must be filed with the ROC within 30 days of the Special Resolution.

3. The company must then file Form INC-23 to the Regional Director (RD) to seek their approval for the shift.

4. After the RD issues their approval, a certified copy of the RD's order must be filed in Form INC-28 with the ROC within 30 days of receiving the order.

5. Finally, Form INC-22 must be filed with the ROC within 60 days of the RD's approval order.

4. Change From One State to Another State (Inter-State Shift)

This is the most complex procedure as it requires the alteration of the Memorandum of Association (MOA) and the approval of the Central Government (through the Regional Director).

Procedure:

1. The Board must pass a Board Resolution, followed by a Special Resolution by shareholders at an EGM. This resolution must approve both the shift of the registered office and the consequent alteration of the MOA's location clause.

2. Form MGT-14 must be filed with the ROC of the existing state within 30 days of the Special Resolution.

3. The company must publish an advertisement (in Form INC-26) in one English and one vernacular newspaper in the district where the existing office is located, inviting objections from the public.

4. An application in Form INC-23 is filed with the Regional Director (RD) for approval. This application must include the newspaper clippings, a list of all creditors and debenture holders, and a declaration stating there are no defaults in payment of dues.

5. After the RD approves the shift, the certified copy of the RD's order must be filed in Form INC-28 with the ROCs of both the old and the new states within 30 days of receiving the order.

6. Finally, the company must file Form INC-22 with the ROC of the new state within 60 days of the RD's approval order.

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Detailed Information on Changing a Company's Registered Office Address in India

Changing the Registered Office Address is a critical corporate action governed by the Companies Act, 2013. The complexity of the procedure is directly determined by the scope of the shift—whether it is within the city, within the state but across Registrar of Companies (ROC) jurisdictions, or across state lines.

1. Mandatory Timelines and Penalties

Adherence to statutory deadlines is non-negotiable, as the Ministry of Corporate Affairs (MCA) imposes escalating penalties for late filing.

• Form MGT-14 (Filing Special Resolution): Must be filed with the ROC within 30 days of passing the Special Resolution.

• Form INC-22 (Intimation of Address Change): Generally, this must be filed within 30 days of the Board or Special Resolution approving the change. Best practice is to file within 15 days for simple within-city shifts.

• Form INC-28 (Filing RD/NCLT Order): Required to be filed with the concerned ROCs within 30 days of receiving the Regional Director (RD) or National Company Law Tribunal (NCLT) approval order.

Failure to meet these deadlines results in significant financial penalties charged as multiples of the normal filing fee (e.g., 2X for up to 30 days late, increasing up to 12X for delays over 180 days). Beyond late fees, non-compliance with the maintenance of the registered office can lead to a flat penalty on the company and its officers in default, potentially reaching up to ₹1 lakh.

2. Procedures Based on Location Change

A. Change Within the Same City/Town (Same Local Limits)

This is the simplest administrative change. A Board Resolution is required, and Form INC-22 must be filed with the ROC within 30 days. Required documentation includes proof of the new address (utility bill not older than two months) and a No Objection Certificate (NOC) from the property owner.

B. Change Outside Local Limits but Within the Same State (Same ROC Jurisdiction)

This requires shareholder approval. A Board Resolution is passed to approve the shift and call an EGM, followed by a Special Resolution (75% majority) by the shareholders at the EGM. Form MGT-14 must be filed within 30 days of the Special Resolution, followed by Form INC-22 (also within 30 days of the resolution).

C. Change Within the Same State, but to a Different ROC Jurisdiction

This requires approval from the Regional Director (RD). The process involves passing both the Board Resolution and the Special Resolution. Form MGT-14 is filed first. Subsequently, an application in Form INC-23 is filed with the RD for approval. Once the RD issues the order, a certified copy must be filed in Form INC-28 with the concerned ROC within 30 days, and finally, Form INC-22 is filed within 60 days of the RD’s approval.

D. Change From One State to Another State (Inter-State Shift)

This is the most complex process as it involves altering the state clause in the Memorandum of Association (MOA) and requires Central Government approval (via the RD).

• The Special Resolution passed by shareholders must specifically approve both the shift and the alteration of the MOA.

• Form MGT-14 is filed with the existing ROC.

• The company must publish a public notice in one English and one vernacular newspaper (using Form INC-26) in the district of the current office, inviting objections at least 30 days before filing the application with the RD.

• An application in Form INC-23 is filed with the RD, including the newspaper clippings, a list of creditors/debenture holders, and a declaration of no defaults in payment.

• The company must also intimate the Chief Secretary of the state they are shifting from and provide assurances regarding employee welfare.

• After RD approval, the order is filed in Form INC-28 with the ROCs of both the old and the new state within 30 days.

• Finally, Form INC-22 is filed with the ROC of the new state within 60 days of the RD’s approval order.

3. Mandatory Post-Compliance Steps

The compliance journey is only complete after ensuring the following post-filing actions:

1. Update MOA: If an inter-state shift occurred, the company must formally substitute the old state name with the new state name in the Memorandum of Association.

2. Signage: The company's full name, CIN, and the new complete Registered Office address must be prominently painted or affixed on the outside of every office or place where its business is carried on.

3. Statutory Records: All company records, including the Statutory Registers (Register of Members, Register of Directors, etc.), must be physically moved to and maintained at the new registered office address.

4. Regulatory Updates: The company must immediately update its address with all key regulatory and tax authorities, including filing an amendment for GST registration, updating PAN and TAN records, and informing banks, EPFO, and ESIC authorities.

5. Official Stationery: The new address must be updated on all letterheads, business papers, invoice books, and the company's official website.