
Registered Office Change: Process, Reasons, and Legal Requirements
A registered office change involves updating the official company address with the MCA. It requires board approval, ROC filing, and compliance with the Companies Act, 2013. This guide covers the reasons, process, and required documents for a smooth transition.
Registered Office Change
A registered office is the official company address where legal documents and government notices are sent. Changing the registered office requires compliance with the Companies Act, 2013 and approval from the Ministry of Corporate Affairs (MCA). The process varies depending on whether the move is within the same city, within the same state, or to another state.
Reasons for Changing a Registered Office
- Expansion or Relocation – A growing company may need a bigger or better-located office.
- Operational Efficiency – Reducing costs or improving accessibility.
- Legal or Compliance Requirements – Moving due to regulatory changes.
- Mergers and Acquisitions – Relocating after business restructuring.
- State-wise Business Benefits – Some states offer tax incentives or better policies.
Process for Changing a Registered Office
The procedure depends on the nature of the move:
1. Change Within the Same City
- Board Resolution – Approval from the board of directors.
- Filing with ROC – Submit Form INC-22 within 15 days.
- Required Documents – Utility bill, lease agreement, or NOC from the owner.
2. Change Within the Same State (Different ROC Jurisdiction)
- Board Resolution – Approval from the board.
- Shareholder Approval – Pass a special resolution in an AGM or EGM.
- Filing with ROC – Submit Form MGT-14 and INC-23.
- Final Approval – After ROC approval, file Form INC-22.
3. Change to Another State
- Board and Shareholder Approval – Both approvals are required.
- Approval from Regional Director – Apply via Form INC-23.
- Update MoA – The Memorandum of Association (MoA) must be revised.
- Filing with ROC – Submit Forms MGT-14, INC-23, and INC-22.
- Final Compliance – Update address in all legal and financial records.
Documents Required for Registered Office Change
- Board Resolution approving the move.
- Shareholder Resolution (if applicable).
- Form INC-22 for office address update.
- Proof of New Address (lease, electricity bill, or NOC).
- Amended MOA (if moving to another state).
- Approval from Regional Director (for interstate changes).
- Latest Financial Statements (if required by ROC).
Raushan Kumar
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