Change Company Registered Office Address

The process of changing registered office address are given below –

• Change in registered office address within the city - A company can easily change their registered office address within the city without taking permission from shareholders or any other authority. Every company should notify the changes in registered office address to the registrar of companies. Company needs to file INC-22 along with other relevant documents & a prescribed fee.
• Change in registered office address from one city to another city in a same state - Company has to take approval from shareholders by passing a special resolution in case of change in registered office address from one city to another city in a same state.
• Change in registered office address from one state to another state - This process is long and time consuming and it should be followed properly to shift the registered office from one state to another state –
  1. Step -1 In the first step, company needs to prepare draft memorandum & articles of association of the company
  2. Step -2 In the second step, company needs to hold meeting with board of directors following the standards of board meetings prescribed by ICSE and EGM notice is also signed by the directors.
  3. Step -3 In the third step, organize a meeting of shareholders and pass the special resolution regarding the change in the address of the company in memorandum of association. The special resolution means a decision is taken by more than 75 percent voting rights.
  4. Step -4 In the fourth step, company needs to file form MGT-14 within 30 days of passing the resolution with the prescribed fee along with the certified copy of resolution to ROC.
  5. Step -5 After filing the form MGT-14, company needs to take approval for alteration & memorandum of association by filing application form – INC 23 to the federal government along with the following documents mentioned below –
     1. Copy of amended MOA & AOA of the company
     2. Copy of the power attorney or board resolution
     3. A copy of recording minutes of general meeting votes
     4. A special resolution passed by the members for MOA & AOA alteration.
     5. List of creditors & debenture holders of the company who are having the right to object the application along with address, nature of debt & the amount due.
     6. Authority letter copy, the board of resolution for the person who will appear in the meetings (If any)
     7. Affidavit from the directors that every employee will be retained while shifting to new registered office. The application will be sent to the chief secretary & registrar of the state where the company is situated.
  6. Step -6 In the sixth step, company needs to advertise the proposed address change in the newspaper – one in English language and other one in the official language of the state before 30 days of the hearing.
  7. Step -7 In step-7, send the application notice by registered post to all the creditors, debenture holder, chief secretary of the state or regulatory authority that governs company such as SEBI (If company is listed), RBI (If company is registered under RBI or income tax department)
  8. Step -8 If an objection is raised by any other person for the proposed application, the copy of objection should be sent to the federal government or regional director before the hearing. If no objection is received from another party regional director will pass the order.
  9. Step -9 Make sure to confirm the change by making an order with or without any terms & conditions.
  10. Step -10 When the order is passed by the regional director, the new registered office address will approve. Form INC 22 will be filed with both the ROC’s along with the relevant documents. In order to make this order effective, file form INC- 28 to the ROC within 30 days.
      A company cannot shift its office to another state if the company has any inspection or investigation started or any prosecution pending against the company under the companies act.