Registered Office Change Address - Online Procedure

Compliance for Change of Office Within the Same City

Within the local jurisdiction of the same city, village, or town, a corporation must comply with the following requirements before changing its registered office:

• For the business to change the registered office, a Board meeting and Board decision are required.
• Within 15 days after the Board decision has been approved, Form INC-22 must be submitted to the ROC.

The following documents must be submitted with Form INC-22:

• If the company is located on a leased or rented property, the owner must provide a NOC (No Objection Certificate).
• If the office is located on leased or rented land, a lease or rental agreement.
• Any utility invoices with the office address that are less than two months old might serve as proof.

Compliances for change in registered office from outside the city under the same ROC

The following conditions must be satisfied for a business to shift its registered office outside the city or town in which it is located but still fall under the jurisdiction of the same ROC:

• A Board meeting must be held by the company in order to approve a resolution notifying the Extraordinary General Meeting (EGM).
• The corporation must approve a Special Resolution in the EGM to change the registered office.
• Within 30 days of approving the Special Resolution to change the registered office outside the city/town borders but under the same ROC’s jurisdiction, Form INC-22 and MGT-14 must be submitted to the ROC.

The following documentation must be submitted with Forms INC-22 and MGT-14:

• A copy of the Special Resolution should be attached.
• If the office is located on leased or rented land, the owner must give their NOC.
• If the office is located on leased or rented land, a rent or lease agreement must be signed.
• Any utility invoices with the office address that are less than two months old might serve as proof.

Compliance for Change of Office Outside the City but Under a Separate ROC

The following requirements are needed for a company to change its registered office outside the boundaries of the state or town in which it is located and when migrating from one ROC’s jurisdiction to another ROC’s within a state:

• Calling the EGM requires a board meeting and a resolution.
• For the company to change its registered office, a Special Resolution needs to be passed at the EGM.
• After passing the Special Resolution to modify the registration office, Form MGT-14 must be submitted to the ROC within 30 days.
• To request permission to change its registered office from one ROC’s territory to another ROC’s within the same state, the firm must submit Form INC-23 to the Regional Director.
• Before one month after submitting the application to the Regional Director, the business should:
• Publish a notice of the change of office in a daily english newspaper and the main newspaper published in the region where the registered office of the business is located.
• Each depositor, holder of a debenture, and creditor of the corporation should get a separate notification. The notification shall inform recipients that they can inform the Regional Director of their nature of interest and reasons for the opposition if their interests are likely to be impacted by the proposed modification to the MOA. After the notice is published, however, they have 21 days to notify the Regional Director if they disagree.
• Within thirty days of the Regional Director receiving the application and in the absence of any objections, a confirmation notification will be provided.
• Within sixty days after receiving the Regional Director’s confirmation, the company must submit Form INC-22 to the ROC with the Regional Director’s confirmation.

The following documents must be submitted with the Form INC-23:

• A decision by the board to change the registered office.
• The company’s special resolution approves the change of the registered office.
• An affirmation from two directors or the company’s key managers signed by the Board saying that the company has not fallen behind on paying its workers’ wages and has secured their approval for changing the office.
• An acknowledged copy of the notice is sent to the state’s chief secretary informing him or her of the proposed changes in the registered office and stating that the workers’ interests won’t be impacted.

Compliance for Change of Office from One to Another State

The following requirements must be fulfilled in order to move your registered office from one state to another:

• The company must hold a board meeting, approve a resolution to call an EGM, and adopt a special resolution to amend the MOA.
• For changing the registered office from one state to another and amending the MOA of the business, the firm must approve a Special Resolution at the EGM.
• In less than thirty days of approving the Special Resolution to move the registered office and amend the MOA, Form MGT-14 must be submitted to the ROC.
• In order to change the MOA and move the registered office from one state to another, the firm must submit Form INC-23 to the Regional Director for its permission.
• The regional director will decide on the request for a change in the registered office within sixty days if there are no objections.
• Within sixty days after the day the Regional Director authorizes the shifting the business must file the approval with the ROC in Form INC-22.
• The ROC of both the states where the old and newly registered offices are located shall receive a Form INC-28 with the regional director’s authorization for a change in office address.

The forms INC-23 and the ones mentioned below are submitted together:

• A copy of the MOA along with recommended changes.
• A copy of the minutes of meeting of EGM that approved amending the MOA.
• A copy of the Board resolution, or, if applicable, a completed Vakalatnama or Power of Attorney.
• A list of all the holders of debt securities and the creditors, together with the amount owed to each of them in relation to their claims, obligations, or liabilities.
• Two directors and the company secretary must sign a statement confirming that the list of creditors is comprehensive and that no other amount is owed to them.
• A proclamation that no worker would be laid off due to a change in the registered office.

Compliance After ROC Approval for Change in Registered Office

Following ROC clearance and relocating the registration office, a firm must comply with the legal requirements:

• The company may inform all of its members and stakeholders of the change of its registered office by publishing a general notice in a newspaper.
• Printing the new MOA and updating the registered office address outside of each office, structure, etc. where it conducted business in readable letters and a noticeable location.
• Print the new address in place of the previous one on all official documents, including business letters, invoices, billheads, receipt forms, and other publications.
• All banks and other financial institutions where the firm has bank accounts should be updated with the new registered office address.
• For the purpose of amending the firm address in the TAN and PAN, submit an application to the Income Tax Authority.
• Update the company’s new address along with the names of its utility service providers, including those for telephone, power, and internet connections.
• Notify government agencies such as the Service Tax Department, Central Excise Authorities, Sales Tax Authorities, and Customs Authorities about the company’s new address.