Change of Registered Office: Within City, State, and Cross-State
INC-22, INC-23, and MCA-Regional Director route for changing your registered office.
Change of Registered Office: Within City, State, and Cross-State
Changing your company's registered office is a common compliance requirement, whether it's a minor shift within the same city or a significant move across states. This guide clarifies the procedures, documentation, and approvals needed for Indian companies, ensuring you navigate these changes smoothly and legally. Understanding these steps is crucial for maintaining compliance and avoiding penalties.
What is a Registered Office, and why is it important?
A company's registered office is its official address for all legal and communication purposes, as recorded with the Registrar of Companies (ROC). It is crucial because all statutory notices, letters, and official communications from government bodies, including the Ministry of Corporate Affairs (MCA) and tax authorities, are sent to this address. Maintaining an up-to-date registered office is a mandatory compliance requirement under the Companies Act, 2013.
How do I change my registered office within the same city or town?
To change your registered office within the same city or town, you need to pass a Board Resolution and file Form INC-22 with the Registrar of Companies. This is the simplest type of change, as it does not involve altering the company's jurisdiction or Memorandum of Association (MOA).
The process involves:
- Board Meeting: Convene a Board Meeting to approve the change of registered office address.
- Board Resolution: Pass a Board Resolution authorising the change and a director to file the necessary forms.
- Address Proof: Obtain a valid address proof for the new premises (e.g., rent agreement, utility bill not older than two months, NOC from the owner).
- Form INC-22: File e-Form INC-22 with the ROC within 30 days of passing the Board Resolution.
- Sec. 12(4) of Companies Act, 2013 states: "Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within thirty days of the change, who shall record the same."
- Rule 27 of Companies (Incorporation) Rules, 2014 specifies the documents to be attached with Form INC-22, including proof of address, NOC, and resolution.
What is the process for changing the registered office within the same state but to a different city or ROC jurisdiction?
Changing the registered office within the same state but to a different city or ROC jurisdiction requires both a Board Resolution and a Special Resolution from shareholders, along with filing Form INC-22. This change is more involved as it typically means moving from one ROC's jurisdiction to another within the same state (e.g., from Mumbai ROC to Pune ROC, both in Maharashtra).
The steps are:
- Board Meeting: Convene a Board Meeting to approve the proposed change and call for an Extra-ordinary General Meeting (EGM).
- Board Resolution: Pass a Board Resolution approving the change.
- General Meeting: Hold an EGM to obtain shareholder approval.
- Special Resolution: Pass a Special Resolution (75% majority) by shareholders for the change.
- Sec. 12(5) of Companies Act, 2013 states: "Save as provided in sub-section (6), any change in the registered office from one city or town to another city or town in the same State shall be effected only after a special resolution is passed by the company in a general meeting."
- Form MGT-14: File e-Form MGT-14 with the ROC within 30 days of passing the Special Resolution. This form is for reporting special resolutions.
- Address Proof: Obtain valid address proof for the new premises.
- Form INC-22: File e-Form INC-22 with the ROC within 30 days of passing the Special Resolution.
How do I change my registered office from one state to another?
Changing your registered office from one state to another is the most complex procedure, requiring Board and Special Resolutions, approval from the Regional Director (RD), and amendments to the company's Memorandum of Association (MOA). This change alters the company's state of incorporation, which is a fundamental aspect.
The detailed process includes:
- Board Meeting: Convene a Board Meeting to approve the proposed change, alter the MOA, and call for an EGM.
- Board Resolution: Pass a Board Resolution approving the change and authorising a director to take necessary steps.
- General Meeting: Hold an EGM to obtain shareholder approval.
- Special Resolution: Pass a Special Resolution by shareholders for the change and alteration of the MOA.
- Sec. 13(4) of Companies Act, 2013 states: "Any alteration of the provisions of the memorandum relating to the change of the place of the registered office from one State to another shall not have any effect unless it is confirmed by the Regional Director on an application made in this behalf by the company."
- Form MGT-14: File e-Form MGT-14 with the ROC within 30 days of passing the Special Resolution.
- Newspaper Advertisements: Publish advertisements in two newspapers (one English, one vernacular) in the state where the registered office is currently situated, and also in the state where it is proposed to be shifted. This is to invite objections from stakeholders.
- Creditor/Debtor List: Prepare a list of creditors and debenture holders, if any, and send individual notices to them.
- Application to Regional Director (RD): File an application in Form INC-23 with the Regional Director seeking approval for the change. This application must include:
- Copy of the Special Resolution
- Copy of the MOA
- Affidavit verifying the application
- List of creditors and debenture holders
- Copies of newspaper advertisements
- Declaration that no employee will be retrenched
- Declaration that the company has not defaulted in payment of dues to creditors.
- RD Approval: The RD will consider the application, objections (if any), and may hold a hearing. If satisfied, the RD will issue an order confirming the change.
- Form INC-28: File the RD's order in Form INC-28 with both the ROC of the old state and the ROC of the new state within 30 days of receiving the order.
- Form INC-22: File e-Form INC-22 with the ROC of the new state within 30 days of filing Form INC-28. This form officially registers the new address.
- New Certificate of Incorporation: The ROC of the new state will issue a new Certificate of Incorporation reflecting the change of state.
What address proof documents are required for a registered office change?
For any change of registered office, you must provide valid proof of the new address, typically a utility bill or a rent/lease agreement, along with a No Objection Certificate (NOC) from the owner.
The specific documents generally include:
- Proof of Address:
- Utility bill (electricity, gas, telephone, internet) not older than two months, in the name of the company or the owner of the premises.
- Rent/Lease agreement if the premises are rented.
- Conveyance deed/Sale agreement if the premises are owned by the company.
- No Objection Certificate (NOC): From the owner of the premises, allowing the company to use the address as its registered office.
- Consent Letter: If the premises are owned by a director or relative, a consent letter may be required.
Comparison of Registered Office Change Procedures
| Feature | Within Same City/Town (Same ROC) | Within Same State (Different ROC) | From One State to Another |
|---|---|---|---|
| Governing Sections | Sec. 12(4) | Sec. 12(5) | Sec. 13(4) |
| Board Resolution | Yes | Yes | Yes |
| Special Resolution | No | Yes | Yes |
| Form MGT-14 Filing | No | Yes (for SR) | Yes (for SR) |
| Advertisement in Newspaper | No | No | Yes |
| Application to Regional Director (RD) | No | No | Yes (Form INC-23) |
| RD Approval | No | No | Yes |
| Form INC-28 Filing | No | No | Yes (RD Order) |
| Form INC-22 Filing | Yes (within 30 days) | Yes (within 30 days) | Yes (within 30 days of INC-28) |
| MOA Amendment | No | No | Yes |
| New Certificate of Incorporation | No | No | Yes |
| Complexity | Low | Medium | High |
How SP & SC helps
Navigating the complexities of changing your company's registered office, especially cross-state, can be daunting. SP & SC Legal and Taxation Services provides expert guidance and end-to-end assistance for all types of registered office changes, ensuring seamless compliance with the Companies Act, 2013 and related regulations. Our services cover everything from drafting resolutions to filing applications with the ROC and Regional Director. Visit our Compliance Services page to learn more.
Frequently asked questions
What is the penalty for not updating the registered office address?
Failure to update the registered office address with the ROC can lead to penalties for the company and its officers. Sec. 12(8) of Companies Act, 2013 states: "If any default is made in complying with the requirements of this section, the company and every officer of the company who is in default shall be liable to a penalty of one thousand rupees for every day during which such default continues but not exceeding one lakh rupees." Additionally, official communications might not reach the company, leading to further non-compliance issues.
Can a residential address be used as a registered office?
Yes, a residential address can be used as a company's registered office, provided you have a No Objection Certificate (NOC) from the owner of the property and valid address proof (e.g., utility bill in the owner's name). It is common for startups and small businesses to use a director's or promoter's residential address initially.
Do I need to inform other authorities about the change of registered office?
Yes, after the ROC approves the change, it is crucial to update your new registered office address with various other authorities. This includes the Goods and Services Tax (GST) department, Income Tax Department (for PAN/TAN), Employees' Provident Fund Organisation (EPFO), Employees' State Insurance Corporation (ESIC), banks, and any other regulatory bodies or licenses your business holds. Failure to do so can lead to discrepancies and compliance issues.
How long does it take to change a registered office from one state to another?
The process for changing a registered office from one state to another is lengthy due to the requirement of Regional Director (RD) approval. It typically takes anywhere from 3 to 6 months, or even longer, depending on the RD's processing times, the complexity of the application, and whether any objections are raised. The newspaper advertisements and creditor notices also contribute to the timeline.
What is the difference between a registered office and a corporate office?
A registered office is the official address recorded with the Registrar of Companies, where all statutory communications are received. It is a legal requirement. A corporate office, on the other hand, is the primary place of business operations or administrative activities. While a company can have multiple corporate offices, it must have only one registered office. The corporate office does not necessarily need to be the same as the registered office, but the registered office must be functional for official correspondence.