How to Change the Company Registered Office Address?

Once an entity completes the registration process for starting a new business, it is required to adhere to rules, regulations and fulfill numerous compliance requirements. One such provision after company registration is to get the company’s address registered with the Registrar of Companies (ROC). However, a condition may incur, wherein there is a need to change the company address. This write-up lays down the procedure to change the registered office address of a company in India.

Why is it essential for companies to have a registered office?

Each company needs to have a registered office in which all the official documents and legal communications pertaining to the company shall be sent. Companies may have an administrative, branch, or corporate office in addition to a registered office. However, it is indispensable for the company to register its registered office with the MCA (Ministry of Corporate Affairs).  Whereas, the company can open other offices at different locations without intimating to the ROC.

The registered office also determines the domicile or state of a company’s incorporation. The location or state of the registered office ascertains the Registrar to which the company can file an application for company registration. In case, an entrepreneur wants to change the company address of the registered office, then he/she must notify the Registrar of Company within 15 days.

Modes to change the company address

Companies registered under the Companies Act, 2013, or registered LLPs under the Limited Liability Partnership Act can change their registered office address without any hindrance. The registered office address of a company must always have to be efficiently intimated to the ROC to avoid any delays in the communication. Therefore, it is important that all information in regards to the registered office address must be dealt with promptly.

Following are the modes to change a company’s office address:

• When the company changes its registered office from one state to another state;
• When the office changes within the limits of the city;
• Change in the company’s office from one city to another, yet within the same state.

Procedure to be followed for changing the company address

Section 12 and Section 13 of the Companies Act, 2013 & Companies (Incorporation) Rules, 2014 prescribes the procedure regarding incorporating and shifting of a registered company’s office under different circumstances.

Shifting of registered office from one state to another state

• The first thing is to prepare or draft a Memorandum of Association and Articles of Association of your company.
• The next step is to call a Board Meeting of Directors as per the standards inscribed by ICSI (SS-1) and issue a notice duly signed by the Directors for holding an Extraordinary General Meeting.
• Now convene an EGM of Shareholders and pass a Special Resolution to change the company address in Memorandum of Association. The Special Resolution is passed when more than 75% of members vote in favour of the decision.
• Thereon, you need to file a certified copy of the Special Resolution in form MEG-14 along with the prescribed fee to the ROC within 30 days of the passing of the Resolution.
• To seek approval for modifying MoA (relocation of address), you have to file an application in form INC-23 with the Federal Government. Submit these set of documents with your application:
  • Copy of amended MoA and AoA of the company;
  • Copy of the minutes of the EGM (proof of voting);
  • Special Resolution passed by the members;
  • Copy of Board Resolution or power of attorney for the person who will appear in the hearings;
  • Information about debenture holders & creditors of the company such as an address, amount due, nature of the debt, etc;
  • Authority Letter copy and
  • An affidavit or declaration from the Directors that no employee shall be retrenched due to the change of company registered office.

You can send the application either to the Chief Secretary or Registrar of the State in which your office is situated.

• Publicize your application in two newspapers, indicating the proposed change 30 days prior to the hearing.  Ensure that one amongst the two newspapers is in the English language and another in the national language of your state.
• Send a notice of your application to all the debenture holder, creditors, Registrar, Chief Secretary, or any relevant authority which governs your company under a particular law such as SEBI.
• If someone raises an objection that may get affected by the proposed change, send a copy of the objection raised to the Federal Government before the date of hearing.
• If no objection is received, the Regional Director will enforce the orders without hearing. RD may confirm the change by passing an order with or without any terms & conditions.
• Once the order of change in address is passed, you have to file form INC-22 to the Registrar of Companies along with the necessary documents. Thereby, to make the order effective file form INC-28 within 30 days to the RoC.

Affix these list of documents with form INC-22

• List of Directors and Shareholders of your company;
• List of creditors duly certified by your company’s auditors;
• Published copy of the public notice;
• Copy of MoA, AoA and Certificate of Incorporation;
• Latest audited financial statements;
• Rent Agreement in the name of new proposed company address
• Proof of the company address such as Utility bill or Electricity bill
• No Objection Certificate from the owner of the premises.

Change of the registered office from one state to another is not permitted in case any inspection is pending or initiated against your company under the Companies Act, 2013.

Change of registered office within the limits of the city

If the company relocates its registered office within the local limits of a city or town, then there is no need to get the permission of Shareholders or any other authority. Besides, one should notify the change to the ROC within the prescribed timeframe mentioned in e-form INC-22 with relevant fee and documents.   

Shift of company office between two cities within the same state

It is required to take approval from the Shareholders with Special Resolution when a company shifts the registered office outside city but within the same state. Moreover, no change in the MoA or permission is needed in such a case.

Conclusion

The procedure of changing the company address differs based on the locality. The process of commencing the local shifting is easy, but changing office from one state to another is a tedious task.

Take the legal guidance from Swarit Advisors to simplify the procedure of changing the company’s address.