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What Change In Registered Office Of Company?

The Registered office of a company is the main office of the Company to which all communication relating to the company is sent by the governmental departments. The promoters of a company or LLP must declare the registered office of the company during incorporation and maintain certain mandatory documents at the registered office.

Modes of Change In Registered Office Of Company

Change in a situation of the registered office of the Company may be required from time to time in any of the following manners

A. Change in registered office of company from one place to another place within the limits of the same city, town or village.

B. Change in registered office to a place outside the local limits of the existing place but within the same State under the jurisdiction of the same Registrar of Companies.

C. Change in registered office of company to a place from the jurisdiction of one Registrar to that of another Registrar within the same State.

D. Change in registered office of company from one State to another State.

A Shifting Of Registered Office Within The Local Limit

1. Section and Rule Applicable

Section 12 read with Rule 27 of Companies (Incorporation) Rules, 2014

2. Nature of Approval Required

Board of Directors

3. Process and work were done and forms to be filed

Procedure Work to be done
Board Meeting Place before Board Resolution of Shifting of Registered Office for Approval of Directors to change in registered office of company.
File Form with ROC Form INC 22 to be filed within 15c days of Passing BR

B Shifting the registered office outside the local limits of the existing place but in the same State

1. Section and Rule Applicable

Section 12 read with Rule 27 of Companies (Incorporation) Rules, 2014

2. Nature of Approval Required

Member's approval by means of special resolution

3. Process and work were done and forms filed

Procedure Work to be done
Board Meeting
  • Place before Board Resolution of Shifting of Registered Office for Approval of Directors to change in registered office of company
  • Fix date and time for EGM and Place Draft Notice of Extraordinary General Meeting before Board.
Call and hold EGM Send notice for EGM and pass the special resolution at the EGM
File form with Roc and Form INC 22 to be filed within 15c days of Passing Special Resolution and file MGT-14 for Special Resolution

C. Shifting of the registered office from the "Jurisdiction of one Registrar of the Jurisdiction of another Registrar within the same State".

1. Section and Rule Applicable

Section 12 read with Rule 28 of Companies (Incorporation) Rules, 2014

2. Nature of Approval Required

Member`s approval by means of special resolution and Regional Director’s approval

3. E-form to be filed and procedure to be followed

Procedure Work to be done
Board Meeting
  • Place before Board Resolution of Shifting of Registered Office for Approval of Directors to change in registered office of company.
  • Fix date and time for EGM and place the draft notice for the same
Hold EGM Pass Special Resolution at EGM for change in registered office
File application with RD
  • At least 21 days before filing any application with Regional Director:
  • Publish a notice, at least once in a daily newspaper and one English newspaper in which the registered office of the company is situated and
  • Then application to Rd will be applied and then approved my RD
File Form with ROC
  • Form INC 22 to be filed within 15 days of Passing Special Resolution
  • Also, file form MGT- 14 to ROC for Special Resolution with all relevant attachment
  • INC-23Â with all required attachment within timeframe
  • INC-28 for file RD order to ROC within time frame

D. Change In Registered Office of Company From One State To Another

1. Section and Rule Applicable

Section 13 read with Rule 30 of Companies (Incorporation) Rules, 2014

2. Nature of Approval Required

Member’s approval by means of special resolution and Regional Director`s approval.

3. E-form to be filed

Form Purpose
MGT 14 For special resolution
GNL 1 For filing copy of application to ROC
INC 23 For seeking approval of Regional Director
INC 22 For shifting of Registered Office
INC 28 For filing copy of RD order with ROC

Time Limit to file the form

Time limit within which the form has to be filed

Form Purpose
MGT 14 Within 30 days of passing special resolution
GNL 1 Simultaneously with filing of form INC 23
INC 23 At least 1 month after serving notice to creditors and publication of newspaper advertisement
INC 22 Within 15 days of order passed by RD
INC 28 Within 30 days of order passed by RD

After completing of above mentions procedure the registrar of the company will issue a certificate.

NOTE: the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been started against the company or prosecution under the Act is pending.

The change in registered office of company Location shall be noted in the Name Board kept on the outside of every office of the company, its letter heads, business letters, bills of exchange and other documents where the registered office is mentioned

The time frame to complete the change of registered office

It takes approx. 25 days to 30 days for change in registered office.

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