Registered Office Change – Company

Registered Office Change - Company

Changing a company’s registered office within the same city requires a Board Resolution and mandatory MCA filing. You must file Form INC-22 with the ROC within 30 days of the company address change resolution.

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Company Registered Office Change: Expert Compliance Guide

The registered office is the official communication address of a company, legally listed with the Registrar of Companies (ROC). A change of registered office is a major compliance event that requires strict adherence to the Companies Act, 2013. The complexity of the process—including necessary shareholder approvals and ROC filing—varies significantly based on the type of relocation.

Why Do Companies Change Their Registered Address?

Companies undertake a company address change for strategic business reasons:

Business Growth: Relocating to a larger facility to accommodate expansion or staff growth.
Cost Management: Moving to areas with lower rent or operational costs for better savings.
Market Strategy: Shifting closer to key customers, suppliers, or a new target market for better reach.
Corporate Image: Relocating to a more prestigious business address to enhance brand image.

Four Scenarios for Registered Office Change Compliance

The legal procedure for a registered office change depends on the distance and jurisdiction of the move.

Scenario	Nature of Change	Key Requirement & Form
1. Within Local Limits	Within the same city, town, or village.	Board Resolution only. File Form INC-22 within 15 days.
2. Outside Local Limits	From one city to another, but within the same ROC jurisdiction and State.	Special Resolution by shareholders. File Form MGT-14 and Form INC-22.
3. Between Two ROCs	From one ROC jurisdiction to another within the same State.	Regional Director (RD) Approval is mandatory. File Form INC-23 and INC-28.
4. One State to Another	Relocation across State borders.	Requires Alteration of MOA and Central Government (RD) Approval. The most complex process involving creditor notices and newspaper advertisements.

Compliance Procedure Highlights

1. Change Within the Same City (Local Limits)

Action: Pass a Board Resolution approving the shift.
Filing: File Form INC-22 with the ROC within 15 days of the resolution.

2. Change Between Cities (Same ROC Jurisdiction)

Action: Pass a Board Resolution, then a Special Resolution in a General Meeting.
Filing: File Form MGT-14 (for the Special Resolution) and Form INC-22 (for the address change) with the ROC.

3. Change Between Two ROCs (Same State)

Action: Pass a Special Resolution. Obtain approval from the Regional Director (RD) by filing Form INC-23.
Filing: File Form INC-28 (RD Order) and then Form INC-22 (Address Change) with the ROC.

4. Registered Office Change One State to Another

This is the most rigorous process, requiring an MOA alteration.

Action: Pass a Special Resolution. Send notice to creditors/debenture holders. Publish newspaper advertisements. Seek final approval from the RD/Central Government via Form INC-23.
Filing: File the altered MOA, the RD Order (Form INC-28), and the final address update (Form INC-22) with the ROCs of both the old and new states.

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The procedure for a company address change involves multiple forms, specific timelines, and legal approvals that can be difficult to manage internally. FileMyFirm specializes in ROC filing and corporate compliance. We ensure that your registered office change is executed smoothly, efficiently, and in full compliance with the Companies Act, 2013, allowing you to focus on your business transition.

Frequestly asked questions ( FAQ )

What is the Registered Office and why do companies change their address?

The Registered Office is the official communication address of a company, legally listed with the Registrar of Companies (ROC). It serves as the place where all statutory books and registers are kept, and where official correspondence from the government is sent.

Companies undertake a change of address for strategic business reasons, such such as:

Business Growth: Moving to a larger facility to accommodate expansion.
Cost Management: Relocating to areas with lower rent or operational expenses.
Market Strategy: Shifting closer to key customers or suppliers.

What are the four main scenarios for changing a registered office?

The complexity of the legal procedure depends on the distance and jurisdiction of the move, categorized into four scenarios under the Companies Act, 2013:

Scenario	Nature of Change	Key Approval Required
1. Within Local Limits	Within the same city, town, or village.	Board Resolution only.
2. Outside Local Limits	From one city to another, but within the same ROC jurisdiction and State.	Special Resolution by shareholders.
3. Between Two ROCs	From one ROC jurisdiction to another within the same State.	Regional Director (RD) Approval is mandatory.
4. One State to Another	Relocation across State borders.	Central Government (RD) Approval and Alteration of the MOA.

What are the key compliance forms for an office change?

The primary MCA forms used to notify the Registrar of Companies (ROC) of an address change are:

Form INC-22: This is the universal form used for notifying the ROC of the actual change in the registered office address. It must be filed within a specific timeline (e.g., 15 days for a local change).
Form MGT-14: This form is filed to register any Special Resolution passed by the company’s shareholders, which is mandatory for scenarios involving a move outside the local limits or between states/ROCs.
Form INC-23: Used to file an application for approval from the Regional Director (RD) when the move involves shifting between two ROCs within the same state or from one state to another.
Form INC-28: Used to file the final order of the Regional Director or Central Government, which is required for the most complex moves (Scenario 3 & 4).

What are the procedural steps for a change between cities within the same ROC jurisdiction (Scenario 2)?

This change requires a Special Resolution by the shareholders and involves the following compliance steps:

Board Resolution: Pass a Board Resolution approving the proposal.
Special Resolution: Hold a General Meeting to pass a Special Resolution (75% majority) approving the change.
Filing MGT-14: File Form MGT-14 with the ROC to register the Special Resolution.
Filing INC-22: File Form INC-22 to notify the ROC of the new address.

What additional approval is needed for moving the office between two different States (Scenario 4)?

Changing a registered office from one state to another is the most rigorous process. It requires alteration of the Memorandum of Association (MOA) to reflect the change in the state clause and mandates the approval of the Regional Director (RD) or Central Government. This process typically involves sending notices to creditors, placing newspaper advertisements, and filing Form INC-23 with the RD for their confirmation.