Changing the registered office of a company can be a big decision. It might be needed for many reasons like growing your business, cutting costs, or finding a better place. Knowing the steps and rules to make this change without any trouble is important. 

What is a Registered office?

A registered office is the official address of a company. This is where all the important letters and notices from the government and others are sent. It must be a real address, not a post office box, and it has to be within the area where the company is registered.

Changing the registered office of a company

There are four main situations when changing the registered office of a company:

• Moving within the same city.
• Moving within the same state but under the same ROC.
• Moving to different ROC in the same state.
• Change one’s state from another.

Moving within the Same City

When moving one’s company headquarters within town:

1. Convene board meeting: Arrange a meeting with other board members of the company and decide on changing R.O.C (Registered Office).
2. Form INC-22: Send the INC-22 form along with an affidavit to the Registrar of Companies within 30 days of such decision taken by directors.

Moving within the Same State and Under the Same ROC

These are the steps to be followed when changing a registered office within the same state but under the same ROC:

1. Convene board meeting: Arrange a meeting with other board members of the company and decide on changing R.O.C (Registered Office).
2. Extraordinary General Meeting: Hold a special meeting or an EGM to get approval from all members.
3. Form MGT-14: File Form MGT-14 with ROC within 30 days of holding the EGM.
4. Form INC-22: Attach Form INC-22 along with certain documents like the resolution passed in respect of the special meeting, proof of address and utility bill.

Moving to a Different ROC Within the Same State

If the new registered office falls under a different ROC within the same state, follow these steps:

1. Convene board meeting: Arrange a meeting with other board members of the company and decide on changing R.O.C (Registered Office).
2. Extraordinary General Meeting: Hold a special meeting or an EGM to get approval from all members.
3. Form MGT-14 and INC-23: File Form MGT-14 and Form INC -23 along with other relevant documents including those required by the Regional Director for seeking his approval.
4. Regional Director’s Order: Obtain an order from the Regional Director confirming the change.
5. Form INC-22: Attach Form INC-22 along with certain documents like the resolution passed in respect of the special meeting, proof of address and utility bill.

Moving from One State to Another

Changing the registered office from one state to another involves these detailed steps:

1. Convene board meeting: Arrange a meeting with other board members of the company and decide on changing R.O.C (Registered Office).
2. Extraordinary General Meeting: Hold a special meeting or an EGM to get approval from all members.
3. Form MGT-14 and INC-23: File Form MGT-14 and Form INC -23 along with other relevant documents including those required by the Regional Director for seeking his approval.
4. Memorandum of Association (MOA): Make changes in the MOA to reflect the new state
5. Advertisement: Publish an advertisement in one local language newspaper and one English newspaper announcing the change.
6. No Objection Certificate (NOC): Obtain NOC from creditors.
7. Regional Director’s Order: Obtain an order from the Regional Director confirming the change.
8. Form INC-22: Attach Form INC-22 along with certain documents like the resolution passed in respect of the special meeting, proof of address and utility bill.

Note: After completing the necessary steps,  the company must update its new address in all of its official records. This step is common in every above situation.