Change in Registered Office Address

Changing the registered office address of a company in India involves a specific process that varies depending on whether the new address is within the same city, within the same state but outside the city, or in a different state. Here’s a detailed procedure for each scenario:

Change of Registered Office Address Within the Same City

1. Board Meeting:
   • Convene a Board Meeting: Issue a notice to all the directors to convene a board meeting.
   • Pass a Board Resolution: Approve the change of the registered office address within the same city. Authorize a director or company secretary to file the necessary documents with the Registrar of Companies (ROC).
2. Filing with ROC:
   • Form INC-22: File Form INC-22 with the ROC within 30 days of passing the board resolution. Attach the following documents:
     • Certified copy of the board resolution.
     • Proof of the new registered office address (e.g., lease deed, rent agreement, utility bills).
     • NOC from the owner of the premises, if the office is on rented property.
3. Update Statutory Registers:
   • Update the statutory registers, letterheads, and other official documents with the new registered office address.

Change of Registered Office Address Within the Same State but Outside the City

1. Board Meeting:
   • Convene a Board Meeting: Issue a notice to all the directors to convene a board meeting.
   • Pass a Board Resolution: Approve the change of the registered office address within the same state but outside the city and call for an Extraordinary General Meeting (EGM) to get shareholder approval.
2. General Meeting:
   • Issue Notice: Issue a notice for the EGM to all shareholders, directors, and auditors of the company at least 21 clear days before the meeting. The notice should include the date, time, venue, and agenda of the meeting.
   • Pass a Special Resolution: Obtain shareholder approval by passing a special resolution at the EGM.
3. Filing with ROC:
   • Form MGT-14: File Form MGT-14 with the ROC within 30 days of passing the special resolution. Attach the certified copy of the special resolution and the explanatory statement.
   • Form INC-22: File Form INC-22 with the ROC within 30 days of passing the special resolution. Attach the following documents:
     • Certified copy of the special resolution.
     • Proof of the new registered office address (e.g., lease deed, rent agreement, utility bills).
     • NOC from the owner of the premises, if the office is on rented property.
4. Update Statutory Registers:
   • Update the statutory registers, letterheads, and other official documents with the new registered office address.

Change of Registered Office Address to Another State

1. Board Meeting:
   • Convene a Board Meeting: Issue a notice to all the directors to convene a board meeting.
   • Pass a Board Resolution: Approve the change of the registered office address to another state and call for an Extraordinary General Meeting (EGM) to get shareholder approval.
2. General Meeting:
   • Issue Notice: Issue a notice for the EGM to all shareholders, directors, and auditors of the company at least 21 clear days before the meeting. The notice should include the date, time, venue, and agenda of the meeting.
   • Pass a Special Resolution: Obtain shareholder approval by passing a special resolution at the EGM.
3. Approval from Regional Director (RD):
   • Application to RD: File an application in Form INC-23 to the Regional Director for approval of the change in registered office address. Attach the following documents:
     • Copy of the special resolution.
     • Copy of the notice convening the EGM along with the explanatory statement.
     • Copy of the minutes of the EGM.
     • Affidavit verifying the list of creditors and the correctness of the documents.
     • Copy of newspaper advertisement regarding the change of registered office.
4. Newspaper Advertisement:
   • Publish an advertisement in an English and a vernacular newspaper indicating the proposed change of registered office address and inviting any objections within 30 days.
5. Filing with ROC:
   • After obtaining approval from the RD, file the certified copy of the RD order along with Form INC-22 with the ROC within 30 days.
   • Attach the following documents:
     • Certified copy of the RD order.
     • Proof of the new registered office address (e.g., lease deed, rent agreement, utility bills).
     • NOC from the owner of the premises, if the office is on rented property.
6. Update Statutory Registers:
   • Update the statutory registers, letterheads, and other official documents with the new registered office address.

Important Points

• Ensure timely filings with the ROC to avoid penalties.
• Keep all board and general meeting minutes, resolutions, and filings properly documented.
• Update all statutory registers, letterheads, and other official documents with the new registered office address after the change is effected.
• Notify other stakeholders, such as banks, tax authorities, and business partners, about the change of address.

By following these procedures, you can ensure a smooth and compliant change of the registered office address for your company.