Company Registered Office Change
What is a Registered Office?
A company’s registered office is its official address registered with the Registrar of Companies (ROC). This address is used for all formal communications and is a requirement in key documents such as the Memorandum of Association (MOA) and Articles of Association (AOA). The registered office serves as the main point of contact for legal and official notices.
Reasons for Changing the Registered Office:
- Better Location:
- Growth and Expansion:
- Cost Savings:
- Market Reach:
- Legal Compliance:
- Enhancing Image:
- Moving closer to customers or suppliers, or to a location with better facilities and transport links.
- Following mergers or acquisitions, or to accommodate a growing team.
- Relocating to an area with lower rent, taxes, or operational costs.
- Positioning closer to new markets or specific customer bases.
- Adhering to regulations that require a specific location.
- Moving to a prestigious area to boost company image and appeal.
For professional financial solutions and pricing, call us today!
Company Registered Office Change
Scenarios for Changing the Registered Office:
1. Within Local Limits of City, Town, or Village
Board of Directors Meeting:
Pass a Board Resolution to approve the move within local limits and authorize officials to handle e-filing.
File with ROC (Form INC-22):
Submit:
- Certified true copy of the Board Resolution.
- Proof of new address (recent utility bill, etc.).
- If leased, proof of the company's right to use the address.
Update Company Records:
After ROC approval, update the address on all official documents like letterheads and signboards.
2. From One City to Another Within the Same ROC Jurisdiction
Board of Directors Meeting:
Pass a Board Resolution for moving beyond local city limits and authorize officials. Approve notice for the General Meeting.
General Meeting:
Obtain shareholder approval by passing a Special Resolution.
File with ROC (Form MGT-14):
Submit:
- Certified true copy of the Special Resolution.
- Explanatory statement and notice of the General Meeting.
File with ROC (Form INC-22):
Within fifteen days post-approval:
- Certified true copy of the Board and Special Resolutions.
- Proof of new address.
Update Company Records:
Revise address on all documents post-ROC approval.
3. From One ROC Jurisdiction to Another Within the Same State
Board of Directors Meeting:
Pass resolutions for the move and authorize necessary actions. Approve General Meeting notice.
General Meeting:
Obtain shareholder approval through a Special Resolution.
File with ROC (Form MGT-14):
Within thirty days, submit:
- Certified true copy of Special Resolution, explanatory statement, and General Meeting notice.
Prepare Creditor and Debenture Holder Lists:
Obtain necessary consents.
State Government Intimation:
Notify the state Chief Secretary.
Application to Regional Director (Form INC-23):
Include:
- Board and Special Resolutions.
- General Meeting minutes and declarations regarding payments to employees.
Regional Director’s Approval:
Obtain order within fifteen days.
File with ROC (Form INC-28 and INC-22):
Within sixty days of receiving the order, submit:
- Certified true copies of Board and Special Resolutions.
- Proof of new address.
- Regional Director’s order.
Update Company Records:
Update address on all documents post-ROC approval.
4. From One State to Another State
Board Meeting:
Pass resolutions to shift office to another state and amend the MOA. Authorize filing and newspaper publication.
General Meeting:
Pass special resolutions for the move and MOA alteration.
Compile Creditors and Debenture Holders List:
List secured and unsecured creditors and debenture holders, and obtain no objection certificates.
Newspaper Advertisement:
Publish notices in English and vernacular newspapers.
Notice to Regulatory Bodies:
Inform ROC, SEBI (for listed companies), and Chief Secretary.
Application to Regional Director (Form INC-23):
Submit with:
- Altered MOA, General Meeting minutes, board resolutions, affidavits, creditor lists, and newspaper ads.
Regional Director’s Order:
Obtain order within sixty days.
E-Filing (Form MGT-14 and Form INC-22):
Submit:
- MGT-14 with resolutions and General Meeting details.
- INC-23 application and GNL-1 with ROC.
- Form INC-28 with Regional Director’s order.
Update Company Records:
After ROC approval, update all records with the new address.
Why Choose Munibgiri?
Munibgiri provides expertise in managing the registered office address change process. Our dedicated team ensures compliance with all legal and regulatory requirements, handling documentation, filings, and formalities efficiently. We simplify the complex procedures, allowing you to focus on your business. For a smooth and compliant transition, consult with our experts today!