How to Change Company Registered Office Address

Section 13 of the Companies Act, 2013 allows the companies to alter Memorandum of Association through which we can alter our companies registered office and other applicable provisions for shifting of registered office are Section 25, 27, 28, 30, 31 of Companies (Incorporation) Rules, 2014.

Various situation applicable for shifting of registered office are:

  1. Within the same city/town/village
  2. Within the same state and ROC
  3. To other ROC in the same state
  4. From one state to another and different ROC(*)

Let’s have the details understanding about all the above-mentioned situations.

  • Situation 1: Shifting of Registered Office within the same city

Shifting of the registered office from its “Existing location in a city, town or village to another place within the limits of the same city, town or village”.

Attachment Required:

FORM INC-22:

  1. Certified True Copies of the Board Resolutions
  2. Proof of Registered Office Address (Utility Bill) – Not older than 2 Month
  3. NOC that company is authorized to use the address as the registered office of company.
  4. Rent Agreement (if the office is on rent)

 

  • Situation 2: Shifting of Registered Office within the same State and ROC

Shifting of the registered office to a place “Outside the local limits of the existing place but in the same State” under the jurisdiction of the same Registrar of Companies”.

Attachment Required:

FORM INC-22:

  1. Certified True Copies of the Special Resolutions
  2. Notice of EGM along with Explanatory Statement
  3. Proof of Registered Office Address (Utility Bill) – Not older than 2 Month
  4. NOC that company is authorized to use the address as the registered office of company.
  5. Rent Agreement (if the office is on rent)

FORM MGT-14:

  1. Certified True Copies of the Special Resolutions along with explanatory statement
  2. Copy of the Notice of meeting send to members along with all the annexure

 

  • Situation 3: Shifting of Registered Office to other ROC in the Same State.

Shifting of the registered office from the “Jurisdiction of one Registrar of the Jurisdiction of another Registrar within the same State”.

FORM MGT-14:

  1. Certified True Copies of the Special Resolutions along with explanatory statement
  2. Copy of the Notice of meeting send to members along with all the annexure
  3. Altered Memorandum of Association [MOA]
  4. Minutes of EGM
  5. Shorter Notice consent if any

FORM INC-23:

  1. Board Resolution for shifting of registered office
  2. Special Resolution of the members of the company approving the shifting of registered office
  3. A declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof
  4. A declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending
  5. Acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.

FORM INC-28:

  1. Confirmation given by Central Government for change of registered office.

FORM INC-22:

  1. Proof of Registered Office Address (Utility Bill) – Not older than 2 Month
  2. NOC that company is authorized to use the address as the registered office of company.
  3. Rent Agreement (if the office is on rent)
  4. The list of all other companies with their CIN, having the same unit/tenement/premises as their registered office address.