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Registered office change

Changing a company's registered office in India is a significant legal and administrative process governed by the Companies Act, 2013, and the Companies (Incorporation) Rules, 2014. The procedure varies considerably depending on whether the shift is within the same city, to a different city in the same state, to a different Registrar of Companies (RoC) jurisdiction within the same state, or to a completely different state.

Here's a detailed breakdown of the registered office change process, categorized by scenario:

General Principles for All Scenarios

  • Registered Office Significance: The registered office is the official address of a company where all legal communications, notices, and documents from government authorities are sent. It determines the jurisdiction of the Registrar of Companies (RoC).

  • Memorandum of Association (MOA): The state in which the registered office is located is mentioned in the "Situation Clause" (Clause II) of the MOA. Any change involving a different state will require alteration of the MOA.

  • Compliance: The company must be compliant with all statutory filings (annual returns, financial statements) before initiating the change.

  • Post-Change Compliances: After the change is approved by the RoC, the new address must be updated on all company materials (letterheads, invoices, signboards, website), with banks, GST authorities, income tax authorities (PAN/TAN), and any other regulatory bodies or licenses.

Scenario 1: Shifting Registered Office Within the Same City, Town, or Village (within the local limits of the same RoC)

This is the simplest scenario, requiring only a Board Resolution.

  1. Convene Board Meeting: Hold a Board Meeting by giving at least 7 days' notice to all directors.

  2. Pass Board Resolution: Pass a Board Resolution approving the change of registered office address to the new location within the same city. The resolution should also authorize a Director or Company Secretary to file the necessary forms.

  3. File Form INC-22:

    • Purpose: To intimate the RoC about the change in the registered office.

    • Form: INC-22

    • Due Date: Within 15 days from the date of passing the Board Resolution.

    • Attachments:

      • Certified true copy of the Board Resolution.

      • Proof of the new registered office address (e.g., Conveyance Deed/Lease Agreement/Rent Agreement).

      • A recent utility bill (electricity, gas, telephone, etc.) not older than two months, showing the new address.

      • No Objection Certificate (NOC) from the owner of the premises if it is rented/leased.

      • Consent from the director/company secretary if the premises are owned by them and used as the registered office.

    • Filing: File the e-Form INC-22 on the MCA portal.

  4. Update Records: Once INC-22 is filed and approved, update the new address on the company's letterheads, billheads, signboards, website, and all other official records.

Scenario 2: Shifting Registered Office Outside the Local Limits of the City/Town but within the Same State (within the same RoC jurisdiction)

This scenario requires a Special Resolution from shareholders.

  1. Convene Board Meeting:

    • Hold a Board Meeting to approve the proposal for shifting the registered office.

    • Pass a Board Resolution to approve the new address and authorize the calling of an Extraordinary General Meeting (EGM) to obtain shareholder approval.

  2. Issue Notice for EGM: Issue a notice for an EGM to all shareholders at least 21 clear days before the meeting date. The notice must include the agenda for changing the registered office and passing a Special Resolution.

  3. Hold EGM & Pass Special Resolution: In the EGM, shareholders must pass a Special Resolution (requiring 75% or more votes in favor) approving the shift of the registered office outside the local limits but within the same RoC jurisdiction.

  4. File Form MGT-14:

    • Purpose: To file the Special Resolution passed in the EGM with the RoC.

    • Form: MGT-14

    • Due Date: Within 30 days from the date of passing the Special Resolution.

    • Attachments: Certified true copy of the Special Resolution, notice of EGM, minutes of EGM.

  5. File Form INC-22:

    • Purpose: To intimate the RoC about the change in the registered office.

    • Form: INC-22

    • Due Date: Within 15 days from the date of passing the Special Resolution (or within 30 days, as per recent relaxations, but 15 days is safer).

    • Attachments:

      • Certified true copy of the Special Resolution.

      • Proof of the new registered office address (e.g., Conveyance Deed/Lease Agreement/Rent Agreement).

      • A recent utility bill (electricity, gas, telephone, etc.) not older than two months, showing the new address.

      • NOC from the owner of the premises if it is rented/leased.

      • SRN of filed MGT-14.

    • Filing: File the e-Form INC-22 on the MCA portal.

  6. Update Records: Once INC-22 is filed and approved, update the new address on all company materials.

Scenario 3: Shifting Registered Office from the Jurisdiction of One RoC to Another RoC within the Same State

(Applicable in states like Maharashtra, Tamil Nadu, where there are multiple RoCs). This requires Central Government (Regional Director) approval.

  1. Convene Board Meeting:

    • Hold a Board Meeting to approve the proposal for shifting the registered office.

    • Pass a Board Resolution to approve the new address, authorize calling an EGM, and approve the application to the Regional Director (RD).

  2. Issue Notice for EGM: Issue a 21-clear-day notice for an EGM to all shareholders.

  3. Hold EGM & Pass Special Resolution: Pass a Special Resolution in the EGM, approving the shift of the registered office from one RoC jurisdiction to another within the same state.

  4. File Form MGT-14:

    • Purpose: To file the Special Resolution passed in the EGM.

    • Form: MGT-14

    • Due Date: Within 30 days from the date of passing the Special Resolution.

    • Attachments: Special Resolution, EGM notice, minutes.

  5. Newspaper Advertisement (Form INC-26):

    • Requirement: Publish a notice in Form INC-26 at least 30 days before filing the application with the RD.

    • Publication: In a vernacular newspaper in the principal language of the district where the current registered office is situated and in an English newspaper circulating in that district.

    • Purpose: To invite objections from the public.

  6. File Form INC-23 (Application to Regional Director):

    • Purpose: To seek approval from the Central Government (Regional Director).

    • Form: INC-23

    • Due Date: After the notice period for newspaper advertisement (approx. 30 days from publication) and within 60 days of special resolution (or relevant period based on specific circumstances).

    • Attachments:

      • Certified true copy of Board Resolution.

      • Certified true copy of Special Resolution and EGM minutes.

      • Copy of Newspaper Advertisement (Form INC-26).

      • Affidavit verifying no objection from creditors/debenture holders, or their consent/provision for their claims (Rule 30(9) of Companies (Incorporation) Rules, 2014).

      • Affidavit from Directors stating no employees will be retrenched.

      • Copy of the latest audited financial statements.

      • Acknowledgement of service of the application copy to the Chief Secretary of the state government.

      • Proof of the new registered office address and NOC from the owner.

      • Important: The SRN of the MGT-14 filed must be mentioned in INC-23.

    • Processing: The RD will review the application. If any objections are received, a hearing may be scheduled. If no objections or if objections are resolved, the RD issues an order of confirmation.

  7. File Form INC-28 (Filing RD Order):

    • Purpose: To file the RD's approval order with both the old and new RoCs.

    • Form: INC-28

    • Due Date: Within 30 days from the date of the RD's order.

    • Attachments: Certified copy of the RD's order.

  8. File Form INC-22:

    • Purpose: To intimate the RoC (both old and new) about the new registered office address.

    • Form: INC-22

    • Due Date: Within 30 days from the date of the RD's order (or 60 days, as per some interpretations, but 30 days is safer).

    • Attachments: All usual attachments for INC-22 plus the RD's order (SRN of INC-28).

  9. Update Records: Once all forms are processed and approved, update the new address on all company materials.

Scenario 4: Shifting Registered Office from One State to Another State

This is the most complex scenario, requiring alteration of the MOA and extensive approvals.

  1. Convene Board Meeting:

    • Hold a Board Meeting to approve the proposal, alter the MOA (Situation Clause), approve EGM, and authorize necessary applications.

  2. Issue Notice for EGM: Issue a 21-clear-day notice for an EGM to all shareholders.

  3. Hold EGM & Pass Special Resolution: Pass a Special Resolution in the EGM for:

    • Shifting the registered office from one state to another.

    • Altering the "Situation Clause" in the MOA.

  4. File Form MGT-14:

    • Purpose: To file the Special Resolution for alteration of MOA and shifting.

    • Form: MGT-14

    • Due Date: Within 30 days from the date of passing the Special Resolution.

    • Attachments: Special Resolution, EGM notice, minutes, altered MOA and AOA.

  5. Newspaper Advertisement (Form INC-26):

    • Requirement: Publish a notice in Form INC-26 in newspapers at least 30 days before filing the application with the RD.

    • Publication: In a vernacular newspaper circulating in the district of the current registered office and an English newspaper circulating in that district.

    • Purpose: To invite objections.

  6. Individual Notice to Creditors/Debenture Holders:

    • Requirement: Send individual notices (by registered post) to each of the company's creditors and debenture holders, and to the RoC and SEBI (for listed companies), informing them of the proposed shift.

    • Purpose: To allow them to object. Prepare a list of all creditors and debenture holders as of a date not more than 30 days before the application.

  7. File Form INC-23 (Application to Regional Director - Central Government):

    • Purpose: To seek the Central Government's approval for the MOA alteration and interstate shift.

    • Form: INC-23

    • Due Date: After all pre-requisites (newspaper ads, individual notices, objection period) are complete.

    • Attachments (extensive):

      • Certified true copies of Board Resolution, Special Resolution, EGM Minutes.

      • Copy of Newspaper Advertisements (Form INC-26).

      • List of creditors and debenture holders (with their consent or provisions made for their claims).

      • Affidavit verifying the list of creditors.

      • Affidavit from Directors stating no employees will be retrenched and confirming no inquiry/investigation pending against the company.

      • Copy of the latest audited financial statements.

      • Acknowledgement of service of application copy to the Chief Secretary of the State Government (of both old and new states).

      • Proof of the new registered office address and NOC from the owner.

      • Important: SRN of the MGT-14 filed must be mentioned.

    • Processing: The RD reviews the application. They may invite objections, conduct hearings, or require further affidavits. If satisfied, the RD issues an order confirming the change.

  8. File Form INC-28 (Filing RD Order):

    • Purpose: To file the RD's approval order with both the old and new RoCs.

    • Form: INC-28

    • Due Date: Within 30 days from the date of the RD's order.

    • Attachments: Certified copy of the RD's order.

  9. File Form INC-22 (Verification of New Registered Office):

    • Purpose: To complete the official registration of the new address.

    • Form: INC-22

    • Due Date: Within 30 days from the date of the RD's order.

    • Attachments: All usual attachments for INC-22 plus the RD's order (SRN of INC-28).

  10. New Certificate of Incorporation: After all filings are complete and approved, the RoC of the new state will issue a new Certificate of Incorporation, reflecting the change of registered office.

Post-Change Compliances (Mandatory for All Scenarios)

Once the change is effective (especially after receiving the new Certificate of Incorporation for interstate shifts):

  1. Update MOA & AOA: Physically update all copies of the Memorandum and Articles of Association.

  2. Company Stationery: Update the new address on all company letterheads, invoices, bills, common seal, rubber stamps, official publications, and other business stationery.

  3. Display Name: Paint or affix the company's new name and the address of its registered office on the outside of every office or place where its business is carried on, in a conspicuous position, in legible letters (local language and English).

  4. Statutory Registers: Update all internal statutory registers (e.g., Register of Members, Register of Directors, Register of Charges).

  5. Bank Accounts: Intimate all banks where the company has accounts and get the address updated.

  6. PAN & TAN: Apply for an update of the company's address on its PAN and TAN with the Income Tax Department.

  7. GST Registration: File an amendment application in the GST registration to update the registered office address.

  8. Other Registrations/Licenses: Update the company's address on all other relevant government registrations, licenses, and permits (e.g., EPF, ESI, IEC, FSSAI, Shops & Establishments, Professional Tax, trademark registrations).

  9. Website & Digital Presence: Update the new address on the company's website, social media profiles, email signatures, and any other digital platforms.

  10. Stakeholder Communication: Inform customers, suppliers, employees, lenders, and other stakeholders about the new registered office address.

  11. Stock Exchanges (for Listed Companies): Notify the stock exchanges within 24 hours of the RoC registering the change, and post the information on the company's website.

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