Avoid any regulatory issues or compliance penalties with JJ Tax
A company's registered office is its official address registered with the Registrar of Companies (ROC). This is typically the place where all company communications and legal notices are received. Under the Companies Act, 2013, companies incorporated in India can change their registered office within the same city, state, or outside the state with proper procedure. Here is an overview of the process and requirements for changing a registered office in India
There are several reasons a company may want to change its registered office. Some key reasons include:
To move to a better location from an operational and logistical perspective
To move to a city or state that offers better infrastructure and business-friendly policies
To establish a presence in a new market or city for strategic growth
Merger or acquisition leading to the shifting of operations
Need to reduce rental and operational costs
If a company wants to change its registered office within the same city or district, the process is straightforward:
The company will need approval from its Board of Directors for shifting the registered office. This should be documented in the board resolution.
File the certified copy of the board resolution with the ROC in e-Form INC-22, along with the fee, within 15 days of passing the board resolution.
The new address must be provided. E-form INC-22 must be digitally signed by a director, manager, or secretary of the company.
Upon satisfactory review of the e-form, ROC will issue a certificate for change of address within 15 days.
Intimate the new address to authorities like income tax, goods and service tax (GST), etc., within 30 days.
Update the new address on company letterheads, websites, and other official documents going forward.
If the change is within the same state but a different ROC jurisdiction, a few additional steps are required:
Pass a board resolution approving the change of address.
Pass Special Resolution at the EGM
File e-form MGT-14 within 30 days of passing the special resolution
File e-form INC-23 with RD and pay the necessary fee.
A public notice must be published in local newspapers (one in English, one in the vernacular language) within 30 days.
Send copies of the notice to the ROC. After satisfying themselves, ROC will issue a certificate for the change in around 30 days.
Inform the authorities and update your new address everywhere.
If the company wants to move its registered office outside the state, the process is more extensive:
Hold Board Meeting, pass board resolution
Conduct EGM, pass special resolution
File e-form MGT-14 within 30 days of passing the special resolution
Prepare List of Creditors and Debenture Holders. The list should be duly verified by an affidavit and should be certified by the Statutory Auditors of the Company.
Publish a notice in Form INC-26 in at least one English newspaper and one Vernacular language newspaper.
Application/Petition shall be filed with the ROC in e-form GNL-1
File E-form INC-23 for application to R.D. within one month
Submit a Hard copy of the Application/Petition along with all documents and filed INC-23 along with the challan at the Concerned Regional Director's Office.
The RD shall hold a hearing or pass an order within 15 days in case of no objection received. In case of any objection, hold a hearing or pass an order within 60 days.
File the order received from in E-form INC-28 to the ROC for its registration within 30 days
File E-form INC-22 for notice of change of situation of registered office of the company within 30 days of approval of the new address
Inform all the relevant authorities, including the Income Tax Department, GST authorities, bankers, etc., post shifting.
When changing the registered office, companies must ensure these key things:
Choose the new location strategically based on business needs and growth plans.
Pass the relevant board resolution or shareholders' special resolution as required.
Strictly follow the procedures prescribed under the Companies Act 2013 based on the type of change.
Intimate all concerned stakeholders, be it regulatory authorities, vendors, or clients, about the new address.
Update the address change on the MCA portal, PAN, TAN, GSTN, and all other places.
Change the address on the letterhead, website, marketing material, etc., after ROC approval.
Respond promptly to any queries or document requests from the ROC.
With proper planning and by following the prescribed process, Indian companies can smoothly change their registered office address. Maintaining updated records with accuracy helps avoid any regulatory issues or compliance penalties
