Change in Registered Office

Change in Registered Office of a Company

Ensure a smooth change of your company’s registered office with the INC-22 form filing. Whether shifting locally or across ROC jurisdictions, AccountingKaro handles the entire documentation and compliance process for you.

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Overview of the Company Registered Office Change

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.

Key Reasons for Changing a Company's Registered Office 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.

Five Key Scenarios - Change of Registered Office

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

Scenario	Description	Approvals Required	Forms to be Filed	Time Limit	Authority Involved
1. Within Same City / Town / Village	Change of registered office within local limits of the same municipality	Board Resolution	INC-22	Within 30 days of change	ROC
2. From One City to Another (Same State & Same ROC)	Office shifts to another city under the same ROC jurisdiction	Board Resolution + Shareholders’ Special Resolution	MGT-14 + INC-22	Within 30 days of passing resolution	ROC
3. From One ROC to Another (Same State)	Registered office shifts to another ROC within the same state	Board Resolution + Special Resolution + Regional Director (RD) Approval	MGT-14 + INC-23 + INC-28 + INC-22	Approx. 2–3 months	ROC + Regional Director
4. From One State to Another State (India)	Registered office moves across state boundaries in India	Board Resolution + Special Resolution + RD Approval + MOA Alteration	MGT-14 + INC-23 + INC-28 + INC-22 + INC-27	Approx. 2–3 months	ROC + Regional Director + State Government
5. From India to Outside India	Generally not permitted under Companies Act, 2013. Applicable only in case of foreign company incorporation or external restructuring.	RBI, MCA & FEMA Compliance	Case-specific forms (no standard process)	Depends on case	MCA + RBI + FEMA Authorities

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.

Compliances After ROC Approval for Change in Registered Office

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.

Registered Office Change Application Tracking

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.

Change of Registered Office Certificate

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.

Connect with AccountingKaro and let our experts handle the legal hassle while you grow your business.

Frequently Asked Questions (FAQs)

What is the registered office of a company?

A registered office is the official address of a company as recorded with the Registrar of Companies (ROC). It’s where all formal communications and legal notices from government bodies and other parties are sent.

Why might a company need to change its registered office?

Companies change their registered office for reasons like business expansion requiring larger space, cost reduction, better accessibility for employees or clients, or strategic relocation closer to markets or talent pools.

Is permission from the shareholders required to change the address of the registered office?

Yes, for most significant changes (e.g., from one city to another, or one state to another), a special resolution passed by the shareholders in a general meeting is required. For changes within local limits, a board resolution is sufficient.

How does one change the registered office from one city to another within the same state?

To change the registered office from one city to another within the same state (but same ROC jurisdiction), the company needs to pass a special resolution and then file Form MGT-14 and Form INC-22 with the ROC.

How long does the process of changing the registered office take?

The duration varies depending on the type of change. A change within local limits might take a few days to a week. Changes involving ROC or Central Government approval can take several weeks to a few months due to the application and approval process.

Are there any penalties for not informing the ROC about a change in the registered office?

Yes, non-compliance can lead to penalties for the company and its officers, including fines. It can also result in the company being deemed non-compliant, affecting its legal standing and operations.

What happens after the ROC approves the change in registered office?

After ROC approval, the company must update its new address on all stationery, websites, and statutory registers. It also needs to inform other authorities like GST, Income Tax, and banks about the address change.

Do we need to notify any other authorities besides the ROC about the address change?

Yes, besides the ROC, you must notify other relevant authorities such as the GST Department, Income Tax Department, banks, provident fund (PF), Employees’ State Insurance (ESI), and any other licensing bodies.

Which forms are to be filed with the ROC for a registered address change?

The primary forms are Form INC-22 (for notifying of the address change) and Form MGT-14 (for filing special resolutions). For changes involving different ROCs or states, Form INC-23 (application to RD/CG) is also required.

Is it possible to change the registered office address to another country?

No, a company registered in India cannot change its registered office address to another country. It must maintain a registered office within India as per the Companies Act, 2013. If a company wishes to operate from another country, it would typically need to incorporate a new entity there or establish a branch office.

Why Choose AccountingKaro for Registered Office Address Change Compliance?

Choosing AccountingKaro ensures a smooth, compliant, and hassle-free process:

Expert Guidance: Our team of legal and compliance experts provides accurate advice tailored to your specific relocation scenario.
Comprehensive Service: We handle the entire process of changing your company’s registered office, from drafting resolutions to filing forms and liaising with the ROC.
Timely Compliance: Ensure all filings are done within statutory deadlines, helping you avoid penalties.
Documentation Support: We guide you on preparing all necessary documents, including required address proofs for the new registered office.
Cost-Effective Solutions: Services are designed to be efficient and affordable, saving you time and resources.

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