Registered Office Change Address - Online Procedure
The primary office of a company, where all correspondence from governmental agencies about the firm is sent, is known as its registered office. The registered office of a business or LLP must be declared by the promoters at incorporation, and specific papers must be kept there.
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OVERVIEW
How to Change the Address of a Registered Office?
According to the Companies Act of 2013 (the “Act”), every company must have a registered office within thirty days of its establishment. While it is in existence, a business must always have a registered office. The Memorandum of Association (MOA) and Articles of Association both refer to the registered office (AOA).
A change in registered office address of a company happens occasionally for every business. A company must follow a specific approach to change the registered office of the company since it is a different legal entity from its owners, directors, and shareholders. In other words, shifting the registered office is another term for changing the company’s registration office.
The registered office must still register with the Ministry of Corporate Affairs. The location and place of the registered office are determined by the company’s promoters. Any changes to the company’s registered office after it has been declared by filing INC 22 must be reported to the ROC.
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Types
Types of Registered Office Address Changes
A company may need to change its registered office address for various reasons. Any such change must be communicated in advance, adhering to the guidelines set by the Ministry of Corporate Affairs (MCA).
Below are the types of registered office address changes:
✅ Within the Same City, Village, or Town
Changes made to the registered office address within the same locality and under the jurisdiction of the same Registrar of Companies (ROC).
✅ Within the Same State but Outside the Current Locality
Address changes outside the present city, village, or town but still within the same ROC jurisdiction.
✅ Within the Same State but Under a Different ROC
Moving the registered office to a location under a different ROC within the same state.
✅ Interstate or Jurisdictional Changes
Shifting the registered office address from one state to another or from one jurisdiction to another, requiring approval from the MCA and other authorities.
Reasons
Reasons for Changing a Registered Office Address
Registered companies can update their registered office address as needed, subject to compliance with regulatory requirements.
Below are common reasons why a company might choose to change its registered office address:
✅ Rapid Business Expansion
When the current office location or facilities can no longer accommodate the company’s growing operations.
✅ Contract Expiry
If the lease agreement for the existing office space is nearing completion and the company plans to relocate to a new premises.
✅ Exploring New Business Categories
A company may move its office to a location that offers better opportunities for business growth and profitability.
✅ Lease Agreement Termination
When the existing lease ends, and the company decides to lease a new space instead.
✅ Workforce Growth
A significant increase in the number of employees requiring more space and infrastructure.
✅ Business Acquisition
Changes in ownership or acquisition by a third party may necessitate relocating the registered office.
Required Compliance
Compliance for Changing Registered Office Address
Compliance for Changing Registered Office Address Within the Same City
When changing a registered office address within the same city, village, or town, a corporation must comply with the following requirements:
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Board Meeting and Decision:
A Board meeting must be held to approve the change in the registered office address. -
Submission of Form INC-22:
The company must submit Form INC-22 to the ROC within 15 days of the Board resolution. -
Required Documents for Form INC-22:
- NOC from Property Owner (for leased or rented premises).
- Lease or Rental Agreement (if applicable).
- Utility Bill (not older than 2 months) as address proof.
Compliance for Change of Registered Office Outside the City but Under the Same ROC
When shifting a registered office to another city or town but within the same ROC jurisdiction, these steps apply:
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Approval of Special Resolution in EGM:
- Conduct a Board meeting to notify and approve an Extraordinary General Meeting (EGM).
- Pass a Special Resolution during the EGM.
-
Submission of Forms INC-22 and MGT-14:
- Submit both forms to the ROC within 30 days of the Special Resolution.
-
Required Documents:
- Copy of the Special Resolution.
- NOC from the property owner.
- Lease or Rental Agreement.
- Utility Bill (not older than 2 months).
Compliance for Change of Office Outside the City but Under a Different ROC
When changing the registered office address across ROC jurisdictions within the same state:
-
Approval of Special Resolution:
Conduct an EGM to approve the relocation and submit Form MGT-14 within 30 days. -
Submission of Form INC-23:
File Form INC-23 with the Regional Director to request approval for the change. -
Publication and Notifications:
- Publish a notice in English and a local language newspaper.
- Notify depositors, creditors, and other stakeholders about the proposed change.
-
Submission of Form INC-22:
File Form INC-22 with the ROC within 60 days of receiving approval from the Regional Director.
Compliance for Change of Office from One State to Another
When shifting a registered office from one state to another:
-
Approval of Special Resolution in EGM:
Conduct an EGM to approve changes in the Memorandum of Association (MOA) and registered office address. -
Submission of Forms MGT-14 and INC-23:
Submit Form MGT-14 to the ROC within 30 days and Form INC-23 to the Regional Director for approval. -
ROC Notifications:
- Notify both the old and new ROCs using Form INC-28.
- Submit the approved MOA and supporting documents.
Post-Approval Compliance for Registered Office Changes
Once ROC approval is granted and the office is relocated, ensure the following:
- Notify all stakeholders via newspaper announcements.
- Update the office address on MOA, signage, official documents, and correspondence materials.
- Inform utility service providers, banks, and government agencies such as the Income Tax Department, Service Tax, and GST authorities about the updated address.
Locations
Registered Office Address Change in Other States and Cities
FAQs
LET'S CLEAR ALL THE DOUBTS!
The primary location of the business is the registered office, which will also be the sole beneficiary of all official communications.
Yes, a company’s registered office may be changed from one location to another within the same state or to another state. It is a legal process that may be finished online. Getting stuck with how to change a registered office address? Feel free to connect with our experts.
The application form will typically be processed in 2-4 working days.
It is not necessary but advisable that whenever a company updates its terms, it ensures that the AOA & MOA that result from the modification follow the format specified by the Companies Act of 2013 (the “2013 Act”).
Each business segment has a primary location of business that symbolizes the essence of the thing and serves as its base of operations. If a company has a head office, it is known as the registered office, and if a partnership or other type of business entity exists, it is known as the head office.
