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Change of Registered Office

A company can change its registered office, within the same city, to another city, or even to another state. The process depends on how far the office moves, ranging from a simple filing to a special resolution with Regional Director approval. Samkhya handles every kind of registered-office change for your company.

Change of Registered Office: A Detailed Guide

A company’s registered office is its official address, and the steps to change it depend on how far it moves. A shift within the same city, town, or village needs only a board resolution and Form INC-22. A move outside local limits but within the same ROC needs a special resolution as well. A shift to another ROC within the same state also needs Regional Director approval in Form INC-23. And a move to another state is the most involved, it alters the situation clause of the Memorandum and needs a special resolution, a newspaper notice, notice to creditors, and Central Government (Regional Director) approval. Across these, Form INC-22 records the new address, filed within 30 days, and a default carries a penalty of Rs. 1,000 per day, up to Rs. 1 lakh.

Reasons to Change Office

A company may change its office for several reasons:

  • More Space: A growing company may need larger premises.
  • Lease Ends: The lease on the current office may end.
  • Better Location: A move may bring a more strategic location.
  • New Market: A shift may open access to a new market.
  • Cost: A move may reduce occupancy costs.
  • Consolidation: Offices may be consolidated at one address.

The Four Scenarios

The process depends on the type of move:

  • Within the City: A board resolution and INC-22 suffice.
  • Outside Local Limits: A special resolution is also needed.
  • Another ROC, Same State: Regional Director approval in INC-23 is needed.
  • Another State: A special resolution, notices, and RD approval apply.
  • INC-22 Throughout: INC-22 records the new address in each case.
  • Penalty: A default carries Rs. 1,000 per day, up to Rs. 1 lakh.

What the Change Needs

A registered-office change involves:

  • Board Resolution: For any change, the board approves it.
  • Special Resolution: For moves beyond the city, members approve.
  • INC-22: The new address is filed in INC-22 within 30 days.
  • INC-23: Regional Director approval for an inter-ROC or inter-state move.
  • MGT-14: Filed for the special resolution where one is passed.
  • Address Proof: A utility bill and NOC for the new premises.

When Office Changes Apply

An office change applies:

  • When a company moves within the same city or town.
  • When it moves beyond the local limits of its city.
  • When it moves to the jurisdiction of another ROC in the state.
  • When it moves its registered office to another state.
  • Whenever the official address of the company changes.

The Process

The process scales with the distance of the move. For a change within the city, the board passes a resolution and the company files Form INC-22 within 30 days with the address proof. For a move beyond local limits or to another ROC, a special resolution is passed and MGT-14 filed, and for the inter-ROC move, Regional Director approval is sought in Form INC-23 before INC-22. A shift to another state is the most involved: the company alters the situation clause, passes a special resolution, publishes a newspaper notice and notifies creditors, applies to the Regional Director in INC-23, files the order in INC-28, and then files INC-22. All filings are made on the MCA V3 portal.

Documents Required

For the Address:

  • The new premises’ utility bill (within two months), and the NOC from the owner.
  • The rent or lease agreement.

For the Change:

  • The board resolution, and the special resolution and MGT-14 where applicable.
  • The Regional Director application (INC-23) and order (INC-28) for an inter-ROC or inter-state move.

Office Change Process

A registered-office change follows a clear sequence:

  1. Identify the type of move and the steps it needs.
  2. Pass a board resolution approving the change.
  3. Pass a special resolution where the move needs one.
  4. Obtain Regional Director approval for an inter-ROC or inter-state move.
  5. Publish the newspaper notice and notify creditors, for a state shift.
  6. File INC-22 within 30 days with the address proof.
  7. Update the records with the new address.

Change your Office with Samkhya

Changing your registered office with Samkhya Corporate Services is simple. Just follow these easy steps:

  • Tell us about the move: Share the new address and the type of move.
  • We confirm the steps: We set out the process and approvals needed.
  • Fill the form: Complete our online form and provide the documents.

From there, our team handles the resolutions, approvals, and INC-22 filing.

After the Change

Once the office is changed:

  • Address Updated: The registered office is updated on the records.
  • Records Aligned: The MCA records show the new address.
  • MOA Updated: A state shift updates the situation clause.
  • Update Stakeholders: Banks, authorities, and records are updated.
  • Display Address: The new address is displayed and used officially.
  • Keep Records: Retain the resolutions and approvals.

Fees, Penalty, and Timeline

The fees for a registered-office change depend on the type of move: a within-city change is inexpensive, while an inter-ROC or inter-state shift adds the cost of the Regional Director application, newspaper notices, and professional support. The key compliance point is Form INC-22, filed within 30 days of the change; failing to maintain and notify the registered office carries a penalty of Rs. 1,000 per day, up to Rs. 1 lakh. Timelines vary widely, a within-city move is quick, while an inter-state shift can take two to three months because of the notice period, the hearing, and the Central Government order. Identifying the correct scenario at the outset keeps the change on track.

Registered Office Change at a Glance

Move Approval Key Form
Within City Board resolution. INC-22.
Beyond Local Limits Special resolution. INC-22, MGT-14.
Another ROC RD approval. INC-23, INC-22.
Another State SR + RD approval. INC-23, INC-28, INC-22.
Penalty Rs. 1,000 per day. Up to Rs. 1 lakh.

Frequently Asked Questions

How does a company change its registered office?

The process depends on the distance, a within-city move needs a board resolution and INC-22, while moves to another ROC or state need a special resolution and Regional Director approval.

What is Form INC-22?

INC-22 is the form that notifies the Registrar of the new registered office address, filed within 30 days of the change.

When is Regional Director approval needed?

It is needed to shift the registered office from one ROC to another within a state, and as part of moving the office to another state.

What does an inter-state shift involve?

It involves altering the situation clause, a special resolution, a newspaper notice, notice to creditors, Regional Director approval, and filing INC-28 and INC-22.

Is there a penalty for default?

Yes. Failing to maintain or notify the registered office carries a penalty of Rs. 1,000 per day, up to a maximum of Rs. 1 lakh.

How long does it take?

A within-city move is quick, while an inter-state shift can take two to three months because of the notice period and the Central Government order.