Change of Registered Office Address

Once the registered office of a Company is declared, any further changes to the registered office of the Company must be intimated to the ROC. Any change is registered office address within the same area of city or town or village must be notified within fifteen days by filing the appropriate forms.

In case of change of registered office of a company, outside the local limits of any city, town or village, then the change of registered office must be approved by a special resolution passed by the Company.

If the registered office of a company is to be changed from one jurisdiction of a ROC to another jurisdiction, then the change in registered office must be approved by the Regional Director of ROC.

Rule 27: Notice and verification of change of situation of the registered office

The documents for verification (depending on the ownership status) of the registered office are mentioned below.

1. In case the registered office owned by the company itself, the conveyance deed of the property in the name of the company is required.
2. In case the registered office is taken on lease/rent by the company, the lease deed or the rent agreement and rent receipts (in case of rental) is required. The rent receipt cannot be older than one month.
3. In case the office is owned by the director or any other persons and the premises are not on lease by the company, the company needs to attach proof that the company is permitted to use the place as its registered office. This may be in the form of a ‘No Objection Certificate’ from the owner.
Copies of the utility bills mentioned below need to be attached in all the above cases. These bills should bear the name of the company along with the address that is to be used as the registered address of the company. These should not be more than 2 months old.

• Mobile phone bill
• Telephone bill
• Electricity bill
• Gas bill

The company has to pass certain resolutions such as the special resolution and the board resolution.
1. Special Resolution– This is to be passed in a general meeting if it wants to change the registered office to a place outside the local lists of the city, town or village wherein the office is presently located.
2. Board Resolution– A board resolution to enable the authorisation of the director to sign and submit necessary form.

In case the company wants to change the registered office from the jurisdiction of one ROC to the other ROC, it has to apply for the approval of the Regional Director (RD) in the manner prescribed in form INC- 23. Once the Regional Director confirms this change, it has to file the same confirmation the ROC within 60 days. The ROC shall confirm the change of the address within 30 days of the filing.

The company needs to amend the Memorandum of Association to change the registered office from one state to another. A special resolution needs to the be passed by the company for alteration of the MOA. This resolution needs to be filed with the ROC in form MGT-14 within 30 days of the resolution being passed. To change the registered office from one state to another, the company needs to get the approval of the CG in form INC- 23. The documents to be attached along with the application in form 23 are mentioned below.

1. A copy of the special resolution sanctioning the alteration by the members of the company.
2. A copy of the memorandum and articles of association
3. A copy of the notice conveying the general meeting along with relevant explanatory statement
4. A copy of the minutes of the general meeting wherein the resolution authorising the alteration.
5. A list of creditors and debenture holders
6. A copy of board resolution or Power of Attorney
7. Document relation to payment of application fee

Central government shall dispose of the change of registered office application outside the state within 60 days of the application and before passing it may confirm that the change is with consent of the creditors, debenture holders etc. The approval given by the Centre shall be filed with the registrars of both the states in which the old and the new registered office is situated. The registrar of the state wherein the new office will be located shall register the same and issue a fresh certificate of incorporation.