A company's registered office is its official address with the Registrar of Companies (RoC). It may need to be changed for reasons like growth or relocation. The process involves board meetings, shareholder approvals, and filing with the RoC, depending on whether the move is within the same city or to another city or state.
Vyapaar Registration can help you smoothly navigate this process and ensure compliance. Contact us today for expert support!
A company’s Registered Office is its official address with the Registrar of Companies (RoC), where all legal
communications are sent. This address must be mentioned in the company’s MOA and AOA.
If a company needs to relocate its office, it must follow the legal process outlined in the Companies Act 2013 and related rules. Vyapaar Registration can guide you through this process to ensure smooth compliance.
Relocating closer to customers, suppliers, or better facilities.
Expanding operations after mergers or acquiring more space for a growing team.
Reducing expenses by relocating to an area with lower operational costs.
Moving to reach a broader audience or target a new customer base.
Complying with regulations requiring a company to be in a specific area.
Shifting to a prestigious area to enhance the company’s reputation.
Hold a Board of Directors meeting to:
1. Approve the move with a resolution.
2. Authorize officials to handle the paperwork and e-filing.
Within 15 days of the board meeting, submit the following documents:
1. A certified copy of the Board Resolution.
2. Proof of the new registered office address.
3. A recent utility bill (under two months old) as proof.
4. If renting the property, provide proof of the company’s right to use the space.
After ROC approval, update all company records, including official documents like letterheads, signage, and more, with the new address.
Approve the relocation with a Board Resolution.
Authorize officials to handle the filing and other necessary actions.
Approve the notice for a General Meeting (GM) to seek shareholder approval.
Send the GM notice to shareholders, directors, and auditors.
Conduct the meeting and pass a Special Resolution for the office relocation.
File the certified true copy of the Special Resolution with the ROC within 15 days.
Include the explanatory statement and GM notice.
Submit documents such as the Board Resolution, Special Resolution, proof of the new address, and a utility bill within 15 days.
Once approved by the ROC, update all company records, including letterheads and signage, with the new address.
Pass a Board Resolution for the relocation and authorize officials to handle necessary filings.
Approve the notice for a General Meeting.
Send the GM notice to relevant parties.
Conduct the meeting and pass a Special Resolution for the shift.
Submit the resolution and meeting details to the ROC within 30 days.
Get consent or a no-objection certificate from creditors and debenture holders.
File an application to the Regional Director, along with resolutions, creditor lists, and other supporting documents.
Wait for approval from the Regional Director, who will pass an order within 15-60 days.
File the Regional Director’s order with the ROC using Form INC-22 within 60 days.
After ROC approval, update all company documents to reflect the new registered office.
Pass a Board Resolution for the shift and authorize filing with the Regional Director.
Send out the GM notice and pass a Special Resolution.
Prepare and send notices to creditors, seeking no-objection certificates.
Publish notices in newspapers about the change in registered office.
Submit the application to the Regional Director with supporting documents.
Obtain approval from the Regional Director, who may pass an order within 15-60 days.
Submit the necessary forms to the ROC after receiving approval from the Regional Director.
After final approval, update all company documents with the new registered office address.
This table simplifies the required documentation for each scenario involving a registered office change, helping you understand and track the process better.
| Type of Change | Documents Required |
|---|---|
| 1. Change of Registered Office within Same City, Town, or Village Local Limits |
- Board Resolution (Certified Copy) - Proof of the new registered office address (e.g., utility bill, lease agreement) - Recent utility bill (not older than 2 months) as proof of the new address - If leased, provide the lease agreement or a No Objection Certificate (NOC) from the landlord |
| 2. Change of Registered Office from One City to Another Within the Same ROC Jurisdiction |
- Board Resolution (Certified Copy) - Special Resolution (Certified Copy) - Notice of General Meeting (GM) - Proof of the new registered office address (e.g., utility bill, lease agreement) - Recent utility bill (not older than 2 months) as proof of the new address - If leased, provide lease agreement or NOC from the landlord - Filed Form MGT-14 with ROC |
| 3. Change of Registered Office from One ROC Jurisdiction to Another Within the Same State |
- Board Resolution (Certified Copy) - Special Resolution (Certified Copy) - Proof of the new registered office address (e.g., utility bill, lease agreement) - Recent utility bill (not older than 2 months) as proof of the new address - If leased, provide lease agreement or NOC from the landlord - List of creditors (Secured & Unsecured) and Debenture Holders (if applicable) - Consent/No Objection Certificates from creditors and debenture holders (if applicable) - Intimation to the Chief Secretary of the state - Application to Regional Director (Form INC-23) |
| 4. Change of Registered Office from One State to Another |
- Board Resolution (Certified Copy) - Special Resolution (Certified Copy) - Notice of General Meeting (GM) - Proof of the new registered office address (e.g., utility bill, lease agreement) - Recent utility bill (not older than 2 months) as proof of the new address - If leased, provide lease agreement or NOC from the landlord - List of secured and unsecured creditors, debenture holders (not older than 1 month) - Newspaper Advertisement (notices about the change in registered office) - No Objection Certificates (NOC) from creditors and debenture holders (if applicable) - Application to Regional Director (Form INC-23) - Copies of the Board and Special Resolutions - Application to ROC and Regional Director (Form INC-22, INC-28) |
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