Registered Office Change

Once the registered office of a Company is declared by filing INC 22, any further changes to the registered office of the Company must be intimated to the ROC. Any change is registered office address within the same area of city or town or village must be notified within fifteen days by filing the appropriate forms. In case of change of registered office of a company, outside the local limits of any city, town or village, then the change of registered office must be approved by a special resolution passed by the Company. If the registered office of a company is to be changed from one jurisdiction of a ROC to another jurisdiction, then the change in registered office must be approved by the Regional Director of ROC.

Rule 27: Notice and verification of change of situation of the registered office

The notice of change of the situation of the registered office and the verification of the same shall be filled in form INC 22 along with the prescribed fees and shall be attached to the form above. The documents and the manner in which they are to be verified are mentioned in the terms of sub-section (2) of section 12. To verify the registered office of the company, the documents are to be attached in the prescribed format with the form INC- 22 both for giving intimation of the registered office at the time of incorporation and the any time there are changes in the registered office.

The company has to pass certain resolutions such as the special resolution and the board resolution.

1. Special Resolution–This is to be passed in a general meeting if it wants to change the registered office to a place outside the local lists of the city, town or village wherein the office is presently located.
2. Board Resolution–A board resolution to enable the authorisation of the director to sign and submit form INC- 22 needs to be passed.

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 confirms this change, it has to file the same confirmation the ROC within 60 days. The ROC shall confirm the change of the address within 30 days of the filing.

Change of Registered Office to another State

The company needs to amend the Memorandum of Association to change the registered office from one state to another. A special resolution needs to 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 form 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 holders 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 wherein the new office will be located shall register the same and issue a fresh certificate of incorporation.