Change in Registered Office Address

Every business incorporated in India must maintain a registered office address, which serves as the primary location for the company's operations. This office is where all official communications from the Registrar are sent. If the company needs to relocate its principal place of business, whether to another city, state, or outside the state, it must first update its registration with the Registrar of Companies (RoC). All legal notices and official correspondence related to the company will be directed to this registered office.

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Overview of Change in Registered Office Address

All businesses incorporated in India are mandated to have a registered office address, which serves as the primary location for the company's operations. This office is where all official communications from the Registrar are directed. If the company needs to relocate its principal place of business, whether to another city, state, or outside the state, it must first notify and register the change with the Registrar of Companies (RoC). All legal notices and formal communications related to the company will be sent to this registered office address.

Change in the address of the Registered office of the Company

Changing a company's registered office is possible, but it should be carefully considered and done in accordance with legal guidelines. The registered office is considered the official location of the company, and any changes must comply with relevant laws and regulations. For more details on the requirements for changing the registered office of a private limited company, refer to this page in full.
To change the registered office, the company must meet certain conditions and notify the regulatory authority within 30 days of the new address. It is essential to inform the Registrar of Companies (ROC) about the address change and update the company's records accordingly.

Types of change in registered office address

The potential types of changes in the registered office address are as follows:

Changing the registered office address within the same city.
Changing the registered office address within the same state and under the same Registrar of Companies (ROC).
Changing the registered office address within the same state but under a different ROC.
Changing the registered office address from one state to another.

The necessary procedures for updating the registered office address will depend on the type of change as outlined above.

Compliance for Change in Registered office within the same City or region

Compliance for Changing the Registered Office Address:
1. Change Within the Same City or Region:

Board Resolution: A board meeting must be held to approve the resolution for changing the registered office.
Form Filing: File Form INC-22 ("Notice for Change in Registered Office") with MCA within 30 days of passing the board resolution.
Documents Required:
- Proof of the new address (utilities bill, NOC from the property owner, rent agreement if leased).

2. Change Within the Same State but Different ROC:

Board Resolution: Hold a board meeting to pass the resolution for the change, followed by an extraordinary general meeting (EGM).
Form Filing:
- After the resolution, file Forms INC-22 and MGT-14 with MCA within 30 days.
- Attach necessary documents including proof of new address.

3. Change Within the Same State but with Different ROC:

Board Meeting: Convene a board meeting to pass the resolution for the EGM.
Filing: After the meeting, file Form MGT-14 within 30 days.
Approval from Regional Director: File Form INC-23 to seek approval for shifting the registered office from one ROC's jurisdiction to another.
Public Notice: Publish the change in an English newspaper within 30 days and notify stakeholders (creditors, shareholders, etc.).
Confirmation: Within 30 days of no objections, receive confirmation from the Regional Director.
Final Filing: File Form INC-22 within 60 days of receiving confirmation.
Required Documents:
- Board resolution for address change.
- Declaration from two directors or key managerial personnel stating no dues are pending with creditors.
- Acknowledgment of the change sent to the state's chief secretary.

4. Change of Registered Office from One State to Another:

EGM: Hold an extraordinary general meeting to pass a resolution to change the registered office.
Form MGT-14: File this form with ROC within 30 days of passing the resolution.
Central Government Approval: File Form INC-23 to request approval from the central government for moving the office between states.
Form INC-22: Once the central government approves, file Form INC-22 with the ROC within 60 days.
Form INC-28: Submit this form with the ROC in both states after approval.
Required Documents:
- Copy of the Memorandum of Association (MOA) with the proposed changes.
- Meeting minutes highlighting key points.
- Declaration from two directors or CS confirming no dues to creditors.

5. Post-Approval Compliances:

Public Notice: Announce the change of address in a general notice in a newspaper.
Update Records:
- Replace old address with the new address on letterheads, documents, and official books.
- Update the new address with all relevant bank accounts.
Income Tax: Apply for updating the new address with the PAN and TAN records.
Government Authorities: Notify all concerned government departments about the new address.

6. Penalty for Non-Compliance:

A penalty of ₹1,000 per day will be imposed for failing to comply with the requirements, up to a maximum of ₹1 lakh.

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Frequently Asked Questions

The appropriate registration process depends on case to case and it is different from each other. In case the change of registered office is inside the same City then the process will be easy compared to other registered office address changing processes.
Yes, two companies can have the same registered address.
Yes, the official registered office address can be moved from a business office address to a residential address, as the business can be registered with the residential address as well.
No, consent from shareholders or other authorities is not required for businesses moving within the boundaries of the same municipality, City, or village. But in order to do so, they have to use the e-Form INC-22 to notify the Registrar of Companies of the modifications.
The firm and any official who violates the requirements related the registered office address—such as notifying the appropriate authority of a change of address—may be fined with Rs. 1000 per day to a maximum of one lakh rupees.
Yes. As indicated by Section 5 of the companies Act 2013: Each company will have a registered office in India in the state of its incorporation
A registered office is an actual location that company use to record the name, area and obligation regarding dealing with the undertakings of an company. It can't be beyond India. To shape an company in India, you want an registered office address in India on which legal identity resides.
To change a sole ownership's registered office address, you should tell nearby local authorities like the metropolitan enterprise, nagar nigam, or panchayat, contingent upon the purview. You should likewise notify the tax authority, the license department, and update your address in your bank account.