Change of Registered Office in India: Procedure, Forms & Compliance

Every Company is required to have a registered office in India. The registered office serves the purpose of receiving communications from various stakeholders of the Company, which may include Shareholders, Government departments, statutory bodies, financial institutions etc. It also determines the jurisdiction of the Registrar of Companies (‘ROC’) and other statutory authorities over the Company. Section 12 of the Companies Act, 2013 requires every Company to have a registered office address within 30 days of its incorporation and continuously thereafter. Any change in registered office must be communicated to the Jurisdictional registrar within 15 days of such change. Categories of change in registered office The procedure for shifting a registered office differs depending upon the nature and location of the proposed shift. The following situations may arise in such cases:

1. Verification of registered office post incorporation of Company.

2. Change within the local limits of the same City, Town or Village.

3. Change outside the local limits of the same City, Town or Village but within the same ROC and state.

4. Change from the jurisdiction of one ROC to another ROC within the same state.

5. Change from one state to another within the jurisdiction of the same ROC

6. Change from one State to another involving Change of ROC Jurisdiction

Now let us understand in detail the procedure and documents required in respect of the above categories of change in registered office of a Company.

Verification of registered office post incorporation of Company

Where a Company has not given the details of registered office at the time of Incorporation, the Company is required to intimate the same to the Registrar by way of filing of Form INC 22 within 30 days from the date of the incorporation in accordance with Section 12 of the Companies Act, 2013 and Rule 25 of the Companies (Incorporation) Rules, 2014. In order to file Form INC 22, the following procedures and documents need to be complied with before the said filing: 

S.No.	Particulars
1	Convene a meeting of Board of Directors by issuing notice to all such Directors to consider and approve the proposed office address, approve verification of such address, filing of Form INC 22 and authorising any of the Director to file the said form.
2	File Form INC 22 within 30 days from the date of the incorporation.
3	While filing Form INC 22, following documents are required to be attached with the said form:  Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts) along with standard no objection certificate form the owner of the property in case of leased or rented property. Copies of the utility bills (not older than two months) Photograph of Registered Office showing external building and inside office also showing therein at least one director/ KMP who has affixed his/her Digital Signature to the said form. Copy of the Board Resolution approving the office address and filing of Form INC 22

Change within the local limits of the same City, Town or Village

Where the registered office is changed within the local limits of a city, town or village within the same state, then approval of the Board of Directors is sufficient. Similar to the procedure explained in A above, the Company needs to convene a board meeting approving the change of registered address within the local limits of a city, town or village within the same state. The documents required to be enclosed along with filing of Form INC 22 are similar to those discussed in A above. 

Change outside the local limits of the same City, Town or Village but within the same ROC and state.

Where the registered office is changed outside the local limits of a city, town or village, within the same ROC and state, then the company is required to obtain approval of shareholders by passing the Special Resolution in a General Meeting. The above change also requires filing of Form INC 22 after filing of Form MGT-14 as detailed below: 

S.No.	Particulars
1	Convene a meeting of Board of Directors by issuing notice to all such Directors to consider and obtain approval by way of passing of resolution for change outside the local limits of city, town or village, within the same ROC of the Company subject to the approval of Shareholder.
2	Obtain approval of BOD for issuing Notice of Extraordinary General Meeting for the Change outside the local limits of city, town or village, within the same ROC.
3	Convene Extraordinary General Meeting and pass the special resolution for Change outside the local limits of city, town or village, within the same ROC.
4	File Form MGT-14 for filing the Special Resolution passed at EGM for the Change outside the local limits of city, town or village, within the same ROC within 30 days from the date of passing the resolution.
5	File Form INC 22 within 30 days from the date of the passing the resolution. Following documents are required to be enclosed along with Form INC 22:  Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts) along with standard NOC in case of Leased or rented property. Copies of the utility bills (not older than two months) Photograph of Registered Office showing external building and inside office also showing therein at least one director/ KMP who has affixed his/her Digital Signature to this form Copy of the Board Resolution. Copy of Special Resolution.

Change from the jurisdiction of one ROC to another ROC within the same state

In certain States, more than one ROC may have jurisdiction over Companies. Where the proposed shifting results in a change of ROC jurisdiction within the same State, approval of the Regional Director (‘RD’) is required. It involves filing of MGT-14, INC-23, INC-28 and INC-22. The procedure is detailed as follows: 

S.No.	Particulars
1	Convene a meeting of Board of Directors by issuing notice to all such Directors to consider and obtain approval by way of passing of resolution for change within the same city, town or village, but with different ROC of the Company subject to the approval of Shareholder.
2	Obtain approval of BOD for issuing Notice of Extraordinary General Meeting for the Change.
3	Convene Extraordinary General Meeting and pass the special resolution for within the same city, town or village, but with different ROC.
4	File Form MGT-14 for filing the Special Resolution passed at EGM within 30 days from the date of passing the resolution.
5	Prepare the Application for the Change Registered Office with the following attachments: Board Resolution for shifting of registered office Special Resolution of the members of the company approving the shifting of registered office 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
6	Submit the copy of Application with Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.
7	File Form INC-23 seeking approval for the change in ROC jurisdiction with the Application for the Change Registered Office with above attachments.
8	The Regional Director examines the application and, if satisfied, issues an order approving the Change of ROC
9	Upon the approval of the RD and File Form INC-28 along with the RD's order within the prescribed time.
10	File Form INC 22 within 30 days from the date of the passing the resolution. Following documents are required to be enclosed along with Form INC 22: Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement etc. along with the rent receipts) along with standard NOC in case of Leased or rented property. Copies of the utility bills (not older than two months) Photograph of Registered Office showing external building and inside office also showing therein at least one director/ KMP who has affixed his/her Digital Signature to this form Copy of the Board Resolution. Copy of Special Resolution. Copy of RD order

Change from one state to another within the jurisdiction of the same ROC

Where the registered office is changed outside the state, but within the jurisdiction of the existing ROC, approval of the Regional Director is required. It also involves filing of MGT-14, INC-23, INC-28 and INC-22. Similar to the discussion in D above, the procedure remains the same, except with an additional procedure to prepare the list of Creditors after passing the EGM Resolution and send intimation to all such creditors of the proposed change in registered office. 

Change in State outside the jurisdiction of existing ROC

Where the registered office is changed outside the state and the jurisdiction of the existing ROC, approval of the Regional Director is required.

It also involves filing of MGT-14, INC-23, INC-28 and INC-22. Similar to the discussion in D above, the procedure remains the same, except with an additional procedure to prepare the list of Creditors after passing the EGM Resolution and send intimation to all such creditors of the proposed change in registered office.

The procedure for shifting a registered office involves various statutory approvals and compliance requirements depending upon the nature and extent of the proposed change. Careful planning and execution are essential to ensure a smooth transition and avoid any regulatory delays or penalties.

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