Registered Office Change/Update

Registered office refers to the physical office address where a company is served with notices and other forms of communication. Every company in India is mandated to have an office that is registered and recognized by the government. Occasionally, business organizations may require altering this address. This process is referred to as the Registered Office Change or Update.

The Companies Act, 2013 contains provisions regarding alteration in the registered office. All of the above discourse can be traced in Section 12 of the Act. This provides a legal position that as per the Act a company has to have a registered office from the day the business starts or within 30 days from the date of incorporation, whichever is early.

This is because when a company alters its registered office, it is supposed to notify the ROC within 15 days. This is done by filing Form INC-22 along with the registered office address and the particulars of the change. The process may not be lengthy or could be extensive depending on whether the transfer is within the same city or to another state.

The details in your registered office must be updated. It can help your business get all important messages and prevent you from being fine for violating various laws.

At Compregi, we value this process because we know it is a key step. We can provide expert services to assist you in changing your registered office while effectively following all legal requirements.

Documents required to change/update registered office

GST Certificate

Documentary proof of the change

Registered Office Change/Update Cost

We at Compregi believe in complete transparency in the complete registration process of your company. Below mentioned cost structure includes all the necessary government fees required at multiple stages of registration.

GST AMANDMENTS IN CORE AND NON-CORE FIELDS

799/-
  • Free Consultancy
  • Free Search Check
  • Preview before Filing

REGISTERED OFFICE CHANGE/UPDATE

799/-
  • Free Consultancy
  • Free Search Check
  • Preview before Filing
  • 100% Peace of Mind

UPDATE BUSINESS CODE (HSN CODE)

799/-
  • Free Consultancy
  • Free Search Check
  • Preview before Filing

Who Needs Registered Office Change/Update in India

It is equally possible for any company registered in India to require changing or updating of the registered office address. This includes:

01
Private Limited Companies
02
Public Limited Companies
03
One Person Companies (OPCs)
04
Limited Liability Partnerships (LLPs)
05
Section 8 Companies (Non-profit organizations)
06
Nidhi Companies
07
Producer Companies

What are the Documents Required for Registered Office Change/Update

For the change of a registered office, certain documents are required and they vary depending on the type of change. However, some common documents include:

Board Resolution approving the change

Special Resolution (if required)

New registered office address evidence (Utility bill receipt, rent agreement, etc. )

Letter of Recommendation from the current office (if the new office is rented)

The Memorandum of Association has been amended, if any (in case of state change).

Changes relating to some creditors and debenture holders

Letterhead, visiting cards, newspaper advertisement copies (for some of the changes)

Affidavits and declarations as required by law

What is the Procedure for Registered Office Change/Update

The procedure to alter a company’s registered office is different for each change. Here’s a general overview:

01
Board Meeting
However, the change has to be initiated by the board of the company as a board meeting has to be conducted to approve this change. The board then approves the change through a resolution and appoints a person who is tasked with implementing the actions that would lead to the change.
02
Shareholder Approval
Where certain changes are being sought, such as a change in the location of operation to another state, a special resolution via shareholders’ agreement is required.
03
Filing with ROC
The company has to lodge appropriate documents for change with the Registrar of Companies, in particular, INC Form-22 within the period of fifteen days from the date of change.
04
Additional Approvals
Where drastic changes warrant a higher level of approval, this may require approval from higher authorities such as the Regional Director.
05
Updating Records
The other requirement that the company must meet after approval of the change is to capture the change by updating the new address on all the official documents and notifying everyone concerned.

At Compregi, we know the process of organizing this form of tender and can make it as easy as possible for you. Our professionals are fully conversant with all the legalities of the matter and can help get your registered office change processed smoothly and effectively.

Four Key Scenarios - Company Registered Office Change

Here are the four main circumstances regarding the change of the registered office of a company. Let’s look at each of them:

Company Registered Office Change Within Local Limits of City, Town, or Village

This is the simplest type of change. Here’s what you need to do:

  • Organize a board meeting and pass a resolution for the change.
  • For this change, file form INC-22 with the ROC within 15 days from the occurrence of the change.
  • Submit other documents, including a proof of the New address as and when required.

Registered Office Change From One City to Another Within the Same ROC Jurisdiction

This process is a bit more involved:

  • In order to effect this change, conduct a board meeting for approval of the change.
  • Get the support of the members of the general assembly and pass a special resolution.
  • To pass special resolution, file Form MGT-14 and to update the list, file INC-22 to ROC.
  • Additional documents to be enclosed should include the new address proof.

Registered Office Change From Jurisdiction of One ROC to Another Within the Same State

This change requires more steps:

  • Fix dates for meetings such as board and general meetings for approval.
  • Pass a special resolution.
  • Incorporation of the company must file an application with the Regional Director in Form INC-23.
  • Place an advertisement in the local newspaper concerning the changes that are to be effected.
  • Once the changes have been approved, the company needs to submit Form INC-28 to the ROC and also file Form INC-22.

Registered Office Change From One State to Another State

This is the most complex change:

  • Fix for holding board and general meetings for approval.
  • To add, change or remove any provision in the Memorandum of Association.
  • It is necessary to file an application with the Regional Director.
  • Publish newspaper ads and inform creditors.
  • After approval, submit other required papers to both the current and new ROCs.
  • Apply for a new Certificate of Incorporation as the previous one may have been lost or damaged.

FAQs

What is the penalty for non-compliance regarding registered office provisions under the Act?

Non-compliance attracts a daily penalty of ₹1000/-, which can be increased to ₹1,00,000/- for the company and every officer in default.

What are the circumstances under which a company can change its registered office?

Business entities can alter their registered office for various reasons such as expansion, saving costs and or better strategic location, M&A.

Is a registered office the same as a head office?

Not necessarily. The registered office is used for address purposes in correspondence, and the head office is where the major organizational activities take place. Both the parts can be identical or different.

Can I change my registered office from a commercial address to a residential address?

It is possible to register a residential address as your company’s registered office, but again, you need the correct permissions and must go through a series of legalities.

Can I change my registered office immediately after company incorporation?

Yes, shareholders can alter the registered office at any time after incorporation under the Companies Act as long as the ROC is informed within 15 days of the change.

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