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Process to Change Registered Office Address Within or Outside State

A company shall have, at all times, a registered office address capable of receiving and acknowledging all communications and notices. The promoters must declare the registered office address of the company during incorporation. All other offices or additional locations can be opened by a company without any intimation to the ROC.

PROCESS:

  1. The registered office address of the company needs to be registered with the ministry of corporate affairs;
  2. Notice of every change in the change of registered office address, after the incorporation, shall be given to registrar of Companies (ROC);
  3. Except on the authority of a special resolution passed  by the members of Company (to change the “registered office address clause” of the memorandum), the registered office address of the company shall be changed within or outside a state;

STEPS (SHIFTING OF REGISTERED OFFICE ADDRESS WITHIN THE SAME STATE):

  1. Application seeking confirmation from regional director for shifting the registered office address, within the same state from the jurisdiction of one registrar to another;
  2. Before filing such application the company shall:
    1. Publish a notice in a daily newspaper circulating in the district pertaining to the registered office address;
    2. Serve individual notice(s) on debenture holder, depositor & creditor stating matter of application and requiring intimation of the nature of his interest(likely to be affected on the alteration of the memorandum) and the grounds of opposition, to the regional director;

STEPS (SHIFTING OF REGISTERED OFFICE ADDRESS FROM ONE STATE TO ANOTHER):

  1. Application seeking approval of the central government for alteration of memorandum with regard to change of registered office address from one state government to another must be filed;
  2. Before the hearing of such application:
    1. Advertise the application in the vernacular newspaper circulating in the district pertaining to the registered office address;
    2. Serve by registered post acknowledgment due, individual notice related to the advertisement on each debenture holder & creditor;
    3. Serve, by registered post acknowledgment due, a notice with the application (copy) to registrar

The central government before passing its order may satisfy that the alteration has the consent of creditors, debenture holders and other concerned persons. The certified copy of the order of Central Government approving the alteration of the memorandum for transfer of registered office address from one state to another is to be filed with registrar.

REQUIRED STEPS TO BE TAKEN AFTER CHANGE OF REGISTERED OFFICE:

  1. Company needs to get the address change in the government records like PF, ESI, GST, PAN, and CLRA or any other applicable statues.
  2. Company need to replace its stationeries like Letter Head, Bills, Invoices,  Office Board, appointment letters
  3. If Company is holding any shares of listed Company then Company also need to report address change to the depository and Company.
  4. Company also needs to get the registered office change in the records of Bank, Financial Institutions and other applicable bodies.


- As on 1st July 2019