Process for Changing the Registered Office of a Company in India

Changing the registered office address of your company involves a series of steps and compliance procedures. Here’s a detailed outline of the process:

1.     Board Meeting: -

o    Convene a Board meeting to pass a resolution for the change of registered office.

o    Decide on the new address and authorize a director or Company Secretary to handle the necessary compliance.

2.     Special Resolution (if applicable): -

o    If the change is within the same city or jurisdiction, a Board resolution is sufficient.

o    If the change is to a different city within the same state, a special resolution must be passed and filed with the RoC in Form MGT-14.

o    For a change to another state, obtain approval from shareholders through a special resolution, followed by confirmation from the Regional Director.

3.     Notice to Stakeholders: -

o    Notify all stakeholders, including banks, government authorities, and other concerned parties, about the change of address.

4.     Filing with Registrar of Companies (RoC): -

o    Prepare and file Form INC-22 within 30 days of the Board resolution, including required attachments such as:

§  Copy of the Board resolution.

§  Proof of the new registered office address (e.g., utility bill, lease deed).

§  NOC from the owner of the premises if the office is on rented premises.

§  If a special resolution is required, file Form MGT-14 within 30 days of passing the resolution.

5.     Regional Director Approval (for inter-state change): -

o    File an application in Form INC-23 to the Regional Director for approval.

o    Publish a notice of the change in newspapers (vernacular and English) and on the company’s website.

o    Obtain confirmation from the Regional Director and file the confirmation with the RoC.

6.     Update Company Records: -

o    Update the company’s statutory records, including the Register of Members, Register of Directors, and Minute Books.

o    Ensure that the new address is updated in all business correspondences, websites, letterheads, and other official documents.

7.     Intimate Government Authorities: -

o    Inform the Income Tax Department, GST authorities, and any other regulatory bodies about the change of address.