Registered Office Change
Need to Change Your Registered Office? We Make It Simple! Whether you’re relocating or updating for compliance, Corp File ensures your registered office change is done quickly and correctly.
Company Registered Office Change: Simplified for You
A company’s registered office is the official address listed with the Registrar of Companies (ROC) where all important communications and legal documents are sent. It’s a legal requirement that this address appears in key company documents like the Memorandum of Association (MOA) and Articles of Association (AOA).
Over time, your business may need to update this address. Whether it’s due to business growth, a more convenient location, or cost considerations, changing your registered office might become necessary. The process is governed by the Companies Act 2013 and requires several steps such as board resolutions, shareholder approvals, and filings with the ROC. The process can differ depending on whether you are moving to a new address within the same city, a different city, or even to another state.
If you’re looking to make a change of registered office smoothly and in full compliance with legal requirements, Corp File’s expertise ensures everything is handled efficiently.
Ready to make a hassle-free transition? Get in touch with our experts today to begin your company registered office change!
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Understanding Company Registered Office Change
The registered office is the official address where your company receives all legal communications and notices. It’s the primary location for your business where official interactions with stakeholders take place.
There are several reasons why you might need a change of registered office. Whether you’re relocating your business or updating your address for compliance purposes, it’s important to follow the correct procedures. The Companies Act, 2013 and the Companies (Incorporation) Rules, 2014 outline the necessary steps and requirements for making a company registered office change.
When you decide to make this change, ensuring you meet all legal obligations is essential to avoid complications.
Reasons for Changing a Company's Registered Office Address
There are several practical reasons why businesses might need to change their registered office address:
- Better Location: Businesses often move their registered office closer to key customers, suppliers, or improved transport links for greater accessibility and convenience.
- Growth and Expansion: After a merger or acquisition, companies might need to consolidate their offices or relocate to accommodate a growing team and meet operational needs.
- Cost Savings: A change in location can be driven by the desire to reduce expenses, such as moving to an area with lower rent, taxes, or overall operational costs.
- Market Reach: Relocating your company’s registered office may be part of a strategy to enter new markets or be closer to a specific customer base, giving you a competitive advantage.
- Legal Compliance: In some cases, changing a company’s registered office is required to meet legal or regulatory requirements, such as being based in a specific jurisdiction.
- Enhancing Image: Relocating to a prestigious area can boost your company’s image, making it more attractive to clients, investors, and business partners.
By changing your company registered office, you can make a strategic move that aligns with your business goals.
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Four Common Scenarios for Changing Your Registered Office
When your company decides to change its registered office, the process and requirements can differ depending on where you’re relocating. Whether it’s within the same city or across states, here are four key scenarios for a registered office change, each with its own steps and regulations:
1. Change of Registered Office within the Same City, Town, or Village Local Limits
2. Change of Registered Office from One City to Another Within the Same ROC Jurisdiction
3. Change of Registered Office from One Jurisdiction of One ROC to Another Within the Same State
4. Change of Registered Office from One State to Another State
In each of these scenarios, Corp File ensures that your company registered office change is done efficiently and in full compliance with all legal regulations.
Changing Your Company's Registered Office Within the Same City, Town, or Village
When your company decides to move its registered office within the same city, town, or village, there is a specific procedure you must follow to stay compliant with regulatory requirements. Here’s a simple breakdown of the steps involved in the change of registered office:
1. Board of Directors Meeting
The first step is to call a meeting of your company’s Board of Directors. There are two main tasks to be handled during this meeting:
- Board Resolution: Approve the decision to shift your company’s registered office within the local limits.
- Authorization: Give authority to specific company officials to handle the necessary e-filing and ensure the implementation of the resolution.
2. Filing with the Registrar of Companies (ROC)
Once the meeting is done, you’ll need to file certain documents with the ROC in form INC-22. This must be done within 15 days from the meeting date. The required documents include:
- A certified copy of the Board Resolution.
- Proof of the new registered office address.
- A recent utility bill (less than two months old) as address proof.
- If the new premises are leased, you must also provide proof that the company has the right to use the space.
3. Updating Company Records
After the ROC approves the change, update your company’s registered address on all official documents, including letterheads, banners, signboards, and any other relevant materials.
These steps outline the procedure for a company registered office change within the same city or town.
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Changing Your Company’s Registered Office Within the Same ROC Jurisdiction
When a company decides to move its registered office to a different city, town, or village, but within the same Registrar of Companies (ROC) jurisdiction and state, it must follow a specific process to ensure legal compliance. The procedure involves several important steps:
- Board of Directors Meeting
The company must first hold a Board of Directors meeting to address key decisions, including:- Passing a resolution to relocate the registered office outside the local city limits.
- Authorizing company officials to handle all actions necessary to implement the resolution.
- Approving the notice for calling a General Meeting of shareholders.
- Authorizing the distribution of the meeting notice to shareholders, directors, and auditors.
- Notice of General Meeting
Once approved, the notice for the General Meeting must be sent to all shareholders, directors, and auditors via post, courier, or email. The notice will detail the agenda and request approval for the office relocation. - General Meeting
During the General Meeting, shareholders must pass a Special Resolution to approve moving the registered office outside the local city limits. - Filing with ROC – Form MGT-14
Within 15 days of passing the Special Resolution, the company must file the certified true copy of the resolution along with an explanatory statement and the notice of the meeting to the ROC using Form MGT-14. The Service Request Number (SRN) from this filing is required for the next steps. - Filing with ROC – Form INC-22
Within 15 days of the General Meeting, the company must file the following documents with the ROC in Form INC-22:- Certified true copy of the Board Resolution.
- Certified true copy of the Special Resolution passed by shareholders.
- Proof of the new registered office address (recent utility bill, not older than two months).
- If the company doesn’t own the new premises, documentation confirming the right to use the address.
- Update Company Records
After receiving approval from the ROC, the company must update its address on all official records, such as letterheads, signage, and other relevant documents.
Following this process ensures that your company’s registered office change remains legally compliant and properly documented.
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How to Change Your Registered Office From One ROC Jurisdiction to Another Within the Same State
Changing a company’s registered office from one Registrar of Companies (ROC) jurisdiction to another within the same state involves a detailed legal process. Here’s a step-by-step breakdown of the procedure:
1. Board of Directors Meeting
The company’s Board of Directors must meet and take the following actions:
- Pass a resolution to approve the relocation of the registered office within the same state but under a different ROC.
- Authorize officials to carry out the required actions.
- Approve the notice for a General Meeting.
- Authorize the dispatch of the General Meeting notice to shareholders, directors, and auditors.
2. General Meeting Notice
Once the notice is approved, it must be sent to all shareholders, directors, and auditors via post, courier, or email.
3. General Meeting
Hold a General Meeting where the shareholders will pass a Special Resolution for the shift of the registered office across ROC jurisdictions within the same state.
4. Filing with ROC – Form MGT-14
Within 30 days of passing the Special Resolution, submit a certified copy of the resolution, explanatory statement, and the notice of the General Meeting to the ROC using Form MGT-14.
5. Creditor and Debenture Holder Lists
Prepare and, if needed, obtain consent from the company’s creditors and debenture holders regarding the office relocation.
6. State Government Intimation
Inform the state Chief Secretary about the move, ensuring it doesn’t negatively impact the company’s employees.
7. Application to Regional Director – Form INC-23
Submit an application to the Regional Director with the following documents:
- Resolutions passed in the Board and General Meeting.
- Minutes of the General Meeting.
- Declaration from the key personnel stating the company’s compliance with payments and creditor consent, if applicable.
- Confirmation that the company is not changing jurisdiction for any legal cases.
- Acknowledgement of the notice sent to the Chief Secretary.
8. Regional Director’s Approval
The Regional Director will review the application and issue an order within 15 days, assuming all documents are in order.
9. Filing Regional Director’s Order—Form INC-28
Once the Regional Director approves the change, file the approval order with the ROC using Form INC-28 within 30 days of receiving it.
10. Final ROC Filing – Form INC-22
Within 60 days of receiving the approval order, file Form INC-22 with the ROC. Include the following:
- Certified copies of the Board and Special Resolutions.
- Proof of the new registered office address (e.g., recent utility bill or lease agreement).
- Regional Director’s approval order.
11. Update Company Records
Once the ROC approves the change, update all official documents, including letterheads, banners, and other records with the new registered office address.
By following this step-by-step process, you can smoothly manage your company’s registered office change within the same state, ensuring full legal compliance at each stage.
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Changing a Company's Registered Office from One State to Another
Moving your company’s registered office from one state to another involves several legal steps to ensure compliance with government regulations. Here’s a simple breakdown of the process:
1. Board Meeting Resolution
- The Board of Directors must meet and pass a resolution approving the Registered Office Change to another state.
- The Memorandum of Association (MOA) needs to be updated to reflect this change.
- Officials are appointed to handle filings, including submitting a petition to the Regional Director and publishing a notice in newspapers.
2. General Meeting & Special Resolution
- A General Meeting notice must be sent to shareholders, directors, and auditors via post, courier, or email.
- In the meeting, a special resolution is passed to approve the Change of Registered Office and update the MOA.
3. Notify Creditors and Debenture Holders
- A list of secured and unsecured creditors and debenture holders must be prepared, ensuring it’s not older than one month before filing.
- Notices must be sent to creditors and debenture holders, requesting their approval for the Company Registered Office Change at least 14 days before the hearing.
4. Newspaper Advertisement & Regulatory Notice
- A public notice about the Registered Office Change Services must be published in one English and one local-language newspaper, as per legal requirements.
- The application is also shared with the Registrar of Companies (ROC), regulatory bodies, the Securities and Exchange Board of India (for listed companies), and the Chief Secretary of the existing state.
5. Application to Regional Director
- The application for Changing a Company’s Registered Office is submitted to the Regional Director using Form INC-23.
- Documents such as the altered MOA, minutes of meetings, resolutions, affidavits, newspaper advertisements, and creditor approvals are included.
- If there are no objections within 15 days, the order may be passed without a hearing. Otherwise, a hearing is held within 60 days.
6. Filing Forms with ROC
- Once approved, several forms must be filed with the ROC:
- MGT-14 within 30 days of the special resolution.
- INC-23 for approval of the application.
- INC-28 within 30 days of receiving the Regional Director’s order.
- INC-22 within 15 days of approval, updating the new registered office address.
7. Updating Records
- After approval, notify all relevant authorities, banks, and government departments about the Company Registered Office Change.
- Update official company records, including letterheads, signboards, and banners, to reflect the new address.
By following these steps, your business can smoothly transition its registered office from one state to another while staying compliant with legal requirements. Need help? Our Registered Office Change Services make the process hassle-free!
Why Choose Corp File for Your Registered Office Address Change?
At CorpFile, we specialize in making the Registered Office Change process smooth and stress-free. Our team of experts ensures that all legal requirements are met, so your business stays compliant without any hassle.
With our efficient handling of paperwork, documentation, and Change of Registered Office filings, you won’t have to worry about missing any crucial steps. Whether you’re Changing a Company’s Registered Office due to relocation or for compliance reasons, we take care of everything—from start to finish.
Trust CorpFile for a fast, accurate, and reliable Company Registered Office Change process while you focus on running your business.