Change in Registered Office of a Company

The change in registered office of a company refers to the official alteration of a company's primary address as recorded with the Registrar of Companies (ROC). This isn't just about moving physical premises; it's a legal update that requires adherence to the Companies Act, 2013, and its associated rules.

Whether it's a small shift across the street or a major relocation to another state, each scenario has distinct procedural and documentation requirements. Proper compliance ensures that the company's legal standing remains intact and that all statutory communications reach the correct address.

Companies decide to change their registered office address for various strategic or operational reasons:

• Business Expansion: As a company grows, it might need a larger office space or a location that better supports its expanding operations.
• Cost Reduction: Moving to an area with lower rent or operational costs can significantly benefit the company's financials.
• Better Accessibility: A new location might offer improved connectivity for employees, clients, or suppliers.
• Strategic Location: Shifting to a new area might place the company closer to its target market, talent pool, or industry hubs.
• Consolidation: Mergers or acquisitions might necessitate consolidating offices into a single, central location.
• Compliance Needs: Sometimes, regulatory changes or specific business requirements might prompt a relocation.

The procedure for changing a company's registered office varies significantly depending on the nature of the move. Here are the five key scenarios:

The procedure for changing a company's registered office varies significantly as follows:

1. Change within Same City/Town/Village

When a company decides to change its registered office within the same city, town, or village, essentially within the local limits of the same municipality, the process is fairly straightforward.

Only a Board Resolution is required, and the company must file Form INC-22 with the Registrar of Companies (ROC) within 30 days of the change. No shareholder or external approvals are needed, making it the simplest form of address change.

2. Change from One City to Another within the Same State & Same ROC

If a company moves its registered office from one city or town to another but still falls under the jurisdiction of the same ROC (like shifting from Noida to Ghaziabad under ROC Kanpur), both a Board Resolution and a Shareholders’ Special Resolution are needed.

The company must file Form MGT-14 for the special resolution and Form INC-22 to notify the ROC. This must be done within 30 days of passing the special resolution.

3. Change from One ROC to Another within the Same State

When the office moves to a different city that falls under a different ROC jurisdiction (e.g., from Jaipur to Udaipur within Rajasthan), the process becomes more complex. It requires a Board Resolution, Shareholders’ Special Resolution, and approval from the Regional Director (RD).

The company must file Form MGT-14, Form INC-23 (for RD approval), Form INC-28 (after approval), and Form INC-22. The entire process typically takes around 2 to 3 months and involves coordination with both the ROC and the RD.

4. Change from One State to Another State in India

Shifting a registered office from one state to another, eg, from Maharashtra to Karnataka, involves multiple levels of compliance. The company must pass a Board Resolution and a Shareholders’ Special Resolution, obtain approval from the Regional Director, and also alter its Memorandum of Association (MOA).

Relevant filings include Form MGT-14, Form INC-23, Form INC-28, Form INC-22, and Form INC-27 (for the MOA change). This process also takes around 2 to 3 months, and coordination is required with the ROC, RD, and the concerned state governments.

5. Change from India to Outside India

Relocating a registered office from India to a foreign country is generally not permitted under the Companies Act, 2013, unless it's a case of foreign company incorporation or an external restructuring arrangement. Such a move involves strict compliance with RBI, MCA, and FEMA regulations.

There’s no fixed form set for this scenario; instead, filings are case-specific, depending on the structure and nature of the move. Timelines and processes vary widely, and approvals from multiple authorities like the MCA, the RBI, and FEMA are essential.

Once the ROC approves the change in registered office form (INC-22 or INC-23), the company has further compliances to ensure all records are updated:

• Update Company Stationery: All letterheads, invoices, official documents, and websites must reflect the new registered office address.
• Update Statutory Registers: The company's internal statutory registers (e.g., register of members, directors) must be updated with the new address.
• Inform Other Authorities: Notify other relevant authorities such as the GST, Income Tax Department, banks, provident fund (PF), Employees' State Insurance (ESI), and any other licenses or registrations about the address change.
• Physical Display: The new registered office address must be painted or affixed outside every office or place where the company carries on business.
• Bank Account Update: Inform the company's bank about the address change.

Here’s the step-by-step process to track your Registered Office Change application status:

Step 1: Go to the MCA Website. Visit the official Ministry of Corporate Affairs (MCA) portal. This is the central hub for all company-related filings and status checks in India.

Step 2: Locate and click on “Track Application Status.”: Once on the MCA homepage, look for the "MCA Services" tab, usually located in the main navigation menu. Hover over or click on this tab, and a drop-down menu will appear. From this menu, select and click on the "Track Application Status" option.

Step 3: Access the Application Status Tracking Page: You will be automatically redirected to a new page specifically designed for tracking the status of various e-forms and applications filed with the ROC. This page serves as your interface for monitoring the progress of your change in registered office form submission.

Step 4: Enter your SRN: In the provided field, enter the Service Request Number (SRN) you received when you filed the form. The SRN is generated when you successfully submit any e-form on the MCA portal, including your change in registered office form. Ensure you enter the correct number associated with your application.

Step 5: Fill in the Captcha Code for Verification: To ensure security and prevent automated queries, a captcha code will be displayed on the screen. Carefully type the characters shown in the captcha image into the provided text box. This step verifies that you are a human user.

Step 6: Click on the “Submit” Button to View Status: After entering the SRN/CIN and the captcha code, click on the "Submit" button. The system will then process your request and display the real-time status of your registered office change application.

Step 7: Review the Application Status: The system will present the current status of your application. Common statuses you might see include:

• Pending: Your application has been received and is awaiting review by the ROC.
• Approved: Your registered office change has been successfully processed and approved by the ROC.
• Rejected: Your application has been rejected, usually with a reason provided.
• Query Raised by ROC: The ROC requires additional information or clarification regarding your application.

Step 8: Take Necessary Action Based on Status: If your application shows "Approved," congratulations! You can proceed with post-approval compliances. If the status is "Query Raised" or "Rejected," carefully read the comments provided by the ROC. Based on their feedback, you will need to make the necessary corrections, provide additional documents, or resubmit the application if required.

The Change of Registered Office Certificate is issued by the ROC after your application is approved. It serves as official proof of your company’s new address. You can download the certificate from the MCA portal by logging in, navigating to 'View Public Documents,' and searching for your company's documents.