Register Office Change

Registration Office Change

According to Section 12 of the companies Act makes it mandatory for every company to maintain a registered office at all times and in case of changes the same should be reported to ROC by filling form INC-22 within 30 days of such change. Except change within city you need to take prior approval from ROC or RD. registered office of a company should be place where all the communications and notices may be sent. The situation clause of memorandum of association contains the state in which registered office of the company is situated. As per law, each company can have multiple trading addresses where it conducts its business. A company may decide to change its RO from one state to another state in India, to seek more growth in terms of resources, public demand, government policies, or better management. By law, the procedures and formalities for relocating the RO very depending on whether the company is shifting its address within the same city, from one city to another, within the state or moving from one state to another state.

Types of Registered Office Address Change          

  • Change in the registered office of a private limited company within the same state.
  • Change in the registered office of a private limited company within the same state but outside the existing city, town or village within the same registrar of companies (ROC).
  • Change in the registered office of a company within the same registrar of companies (ROC)
  • Change in the registered office of a private limited company from the jurisdiction of one ROC to another.

Reason for Change in Registered Office Address

  • When the company is growing at a faster pace and the office space and infrastructure do not fit as per the current situation of the company then the company is required to change the address of its registration office.
  • If you are in the last period of your company’s lease thinking of hiring another office space at lease.
  • Shifting their registered office to a place where they seek better market opportunities for company business development plan to explore new styles for your business.
  • If another company is investing in your company you registered office address will bound to shift.

Change of Registered Office with a Different ROC but Same State

In case the company wants to change the registered office from the jurisdiction of one ROC to the other ROC, it has to apply for the approval of the Regional Director (RD) in the manner prescribed in form INC-23. Once the regional director conforms this change, it has to file the same confirmation the ROC shall confirm the change of the address within 30 days of the filing.

Change of Registered Office within the City          

Companies relocating the RO within the local limits of the city or town can do so without the permission of the shareholder or any other authority. Changes in the registrar should be reported within the prescribed days in the e-form 22 along with the relevant documents and fees.

Change of Registered Office between two cities within the same state

Companies shifting the RO outside city limits but within the same state must take approval from shareholders by way of passing special resolutions. No other permission or change in the MOA is needed.

Change the registration office to another state

The company needs to amend the MOA to change the registered office from one state to another. A special resolution needs to the be passed by the company for alteration of  the MOA this resolution needs to be filed with the ROC in form MGT-14 within 30 days of the  resolution being passed. To change the registered office from one state to another, the company needs to get the approval of the CG in from INC-23.  Central government shall dispose of the change of registered office application outside the state within 60 days of the application and before passing it may confirm that the change is with consent of the creditors, debenture holder etc. the approval given by the centre shall be filed with the registrars of both the states in which the old and the new registered office is situated. The registrar of the state where in the new office will be located shall register the same and issue a fresh certificate of incorporation. 

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