Change in Registered Office: Meaning, Process, Documents, Fees and Timelines

Every company is required to have a place as its registered office in the records of the regulatory authorities. The company receives all communications, notifications, and notices at its registered office. The registered office of the company is also mentioned in its MOA and AOA. There can be instances requiring a change in registered office of the company.

However, the procedure to change the registered office of the company requires lots of professional guidance. BizFoc can assist in changing the registered office without any hassle. You can contact our highly skilled team to easily change your registered office.

What is the registered office of the company?

The registered office of the company is the official address of the company that is registered with the regulatory authorities. Every company is required to have a working registered office where all communications and notices are issued to the company.
The registered office of a company has been given immense importance under the Companies Act, 2013. Many companies have faced the consequences of not having a working registered office.

Major Reasons for Change in Registered Office

The reason for the change in registered office can be different in each case, some of the most common reasons are:

• Expand its Operations: Many companies want to expand their operations by introducing new products or reaching new markets. To target a new market or a customer base, companies might change their registered office to a targeted geographic location.
• Property Issues: The other reason for the registered office change could be due to the property of the registered office. The company might buy land or rent another place, which can require the shifting of the office.
• Better Access to Market: The companies, after being in operation for some time, may realise that the location they are working in is not providing better access to the market. To get better access to the market, a change in registered office can be made.
• Legal Compliance: Sometimes, companies are required by law to change their registered office. This can happen by the order of any regulatory authority or due to the provisions of any act.

Different Cases of Change in Registered Office

The registered office of the company can be changed in different ways. The Companies Act, 2013, covers the following four scenarios of change in registered office of the company:

• Change of registered office within the local limits of city, town, place, or village
• Change of registered office within the same state under the jurisdiction of the same Registrar of Companies (ROC)
• Change in registered office within the same state which results in a change in the jurisdiction of the Registrar of Companies (ROC)
• Change of registered office from one state to another

Change in Registered Office within the Local Limits

A company may change its registered office within the local limits of the city, town, or village. The procedure to change the registered office within the local limits is:

1. Convene a Board Meeting: Firstly, the company is required to convene a board meeting to:
   • Pass a board resolution to approve the shifting of the registered office; and
   • Authorize any director or directors to do the necessary filing and conduct the entire shifting process.
2. Necessary Filings: After passing the board resolution, intimate the ROC by filing Form INC-22 within 15 days of the date of passing the resolution. The Form INC-22 shall contain the following documents:
   • A certified copy of the board resolution
   • Proof of the new registered office
   • A recent utility bill (not exceeding 2 months) as address proof
   • Proof of right to use, in case the place is rented
3. Post Approval Compliance: After the company has received approval from the ROC, it should change the address of the company on its letterheads, website, banners, signatures, etc.

Change in Registered Office within the Jurisdiction of the Same ROC

If the company has shifted its registered office from one city to another and is within the jurisdiction of the same Registrar of Companies (ROC), the following procedure should be followed:

1. Convene a Board Meeting: The company should convene a board meeting to approve the shifting of the registered office, fix the date for a general meeting to seek shareholders' approval, and authorize directors for the process.
2. Obtain the Approval of Shareholders: The company must obtain shareholders' approval via a special resolution at a general meeting.
3. Intimate ROC:

   Seek approval from the ROC by filing Form MGT-14 and Form INC-22 within 15 days of passing the special resolution, accompanied by necessary documents.

   1. A certified copy of the board resolution
   2. A certified copy of the special resolution
   3. Proof of new registered office
   4. Recent utility bills (not more than 2 months older) as proof of the new address
   5. In case the of rented property, the proof showing the right to use
4. Post Approval Compliances: After ROC approval, update the company's address on all official documents and platforms.

Change in Registered Office from the Jurisdiction of One ROC to Another

To shift the registered office of the company from the jurisdiction of one ROC to another within the same state, the company is required to follow the steps as explained below:

1. Convene a Board Meeting: The company should first convene a board meeting to:
   • Approve the shifting of the registered office
   • Authorize one or more directors to conduct the process of shifting registered offices
   • Fix the day, time, date, and venue of the general meeting to seek shareholders' approval
2. Conduct General Meeting: The company should conduct a general meeting to obtain the approval of the shareholders by way of a special resolution.
3. File Forms With ROC: The company shall, within 15 days of the date of passing the special resolution, file Form MGT-14 along with:
   • Certified copy of the special resolution
   • An explanation statement annexed with the notice of meeting
4. Prepare a List of Creditors and Debenture Holders: The company should prepare a list of creditors and debenture holders along with their consent to the change in registered office of the company.
5. File Application with the Regional Director: The company should file Form INC-22 with the regional director along with:
   • Certified copy of board resolution
   • Certified copy of the special resolution
   • Minutes of the general meeting approving the shifting
   • Declaration of KMP or directors stating that the change in registered office will not defraud its creditors
6. Receipt of Approval of RD: The regional director will scrutinize the application and pass its order within 15 days of receiving it.
7. File Form INC-28: The company should, within 30 days of receiving approval from the RD, file Form INC-28 with the ROC.
8. Final Filing with ROC: The company within 60 days of the receipt of RD's order should file Form INC-28 with ROC, along with:
   • A certified copy of the board resolution
   • A certified copy of the special resolution
   • Proof of the new registered office
   • Recent utility bills (not more than 2 months old) as proof of the new address
   • In case of rented property, the proof showing the right to use
   • Copy of the Order of Regional Director
9. Post Approval Compliances: After the company has received approval from the ROC, it should change the address of the company on its letterheads, website, banners, signatures, etc.

Change in Registered Office from One State to Another

The procedure to change the registered office of the company from one state to another is:

1. Convene a Board Meeting: The company should first convene a board meeting to:
   • Approve the shifting of the registered office from one state to another
   • Authorize one or more directors to conduct the process of shifting registered offices
   • Fix the day, time, date, and venue of the general meeting to seek shareholders' approval
2. Conduct General Meeting: The company should conduct a general meeting to obtain the approval of the shareholders to shift the registered office of the company from one state to another by way of a special resolution.
3. Obtain NOC of Creditors and Debenture Holders: The company should prepare a list of its debenture holders and creditors and send them a notice to obtain their no objection to the shifting of its registered office within 14 days before the hearing.
4. Newspaper Advertisement: The company should publish the notice of the shift in the registered office in one English and vernacular newspaper in the format as prescribed in Form INC-26 at least 14 days before the hearing.
5. Notice to Regulatory Authorities: The company should file the notice with the regulatory authorities like RBI, SEBI, ROC, Income Tax Department, etc.
6. File Application with Regional Director: File application with the regional director in Form INC-23 along with:
   • Certified copy of the board and special resolution
   • Altered MOA & AOA
   • List of creditors and debenture holders
   • Affidavits
   • Copy of Newspaper Advertisement
   • NOC received from creditors and regulatory authorities
7. Filing with ROC: The company shall, within 30 days of passing the special resolution, file:
   • Form MGT-14 with the ROC
   • Copy of the application made to Regional Director (RD), in form GNL-1 with ROC
   • The order of RD in Form INC-28 within 30 days of receipt of the order
   • Form INC-22 within 15 days of the order with details of the new registered office
8. Post Approval Compliances: After the company has received approval from the RD and ROC, it should change the address of the company on its letterheads, website, banners, signatures, etc.

Fees for Change in Registered Office

The fee structure for the change in registered office of the company is:

BizFoc’s Professional Fee

Time Taken for Change in Registered Office

The time taken for a change in the registered office can vary from case to case. In the event of a change in the registered office within the local limits, the time taken will be 1-2 working days. In another case, it can be 1 to 2 months.

How can BizFoc Help with the Change in Registered Office?

BizFoc is a leading name in the industry. We have helped many companies shift their registered offices with ease. BizFoc can help you in this hefty process of shifting the registered office in many ways, like:

• Providing expert consultation and independent advice
• Liaisoning with regulatory authorities on your behalf
• Filing the necessary form before the time
• Completing the entire shifting process within a reasonable time

Conclusion

In conclusion, changing the registered office can be a complex process for companies. It requires conducting board meetings, obtaining shareholders' approval, filing necessary forms, and more. The time to conduct the whole process can be 1 to 2 months.

There can be many reasons for the change in the registered office, like a change in location, better market reach, and expansion of operations. BizFoc can be your professional guide in this whole process. You can trust BizFoc for expert consultation, end-to-end support, and ease of process.

Frequently Asked Questions [FAQs]