Change in Registered Office of a Company

Section 12 of the companies Act,2013 makes it mandatory for all the companies to have registered office either at the time of incorporation or within 30 days of incorporation. Registered office of a company is a place where books of accounts are maintained and all the communications and notices are sent. The situation clause of Memorandum of Association(MOA) contains the name of state in which registered office of the company is situated. However, the notice including the detail of registered address is required to be given in form INC-22 to Registrar of Companies(ROC). Any change in the situation clause of memorandum of association(MA) is also required to be notified to Registrar of Companies within 30 days in Form INC- 22 along with prescribed fees.

Procedure to change registered office of a company within the state:

  • A Board meeting of the company is required to be conducted and resolution to change registered office has to be passed to change the address.
  • If the registered office is to be shifted to another city within the state then the approval of shareholders has to be taken by passing a special resolution in general meeting.
  • Form INC-22 is required to be filed within 15 days of passing the Resolution.
  • If the special resolution was passed at the shareholders meeting, the company has to file MGT-14 within the Registrar of Companies within 30 days of the passing of the resolution.

Procedure to change company registered office from one state to another state:

When the registered office is shifted from one state to another it amounts to change in the jurisdiction of the court which will have jurisdiction over the matters of the company. In this case prior approval of central government is necessary to obtain. The central government ascertain whether the proposal to change registered office is prejudicial or not to the interest of employees, creditors and debenture holders.

Situation clause of Memorandum of Association(MOA) of the company states where Company’s registered office is situated. So MOA of the company also required be altered. For altering Memorandum of association(MOA) company has to follow the procedure as given below:

  • A Board meeting shall be conducted by the company to pass a resolution for change of Registered office and amendment of memorandum of association(MOA).
  • A company also require to pass a special resolution in General Meeting for the change.
  • After passing special resolution Form MGT-14 must be filed with Registrar within 30 days from change.
  • To get the approval of Central Government Form INC-23 is required to be filled.

Procedure to change address from one registrar to another registrar:

  • Form INC-23 is required to be filed to get permission from the regional director along with the fee prescribed.
  • Company shall, not less than one month before filing any application required to:
    • Publish a notice in at least one daily newspaper published in English language and in the principal language of the district in which the registered office is situated and circulated.
    • Individual notice must be served by the company to each debenture holder, depositor and creditor of the company, indicating the matter of application and stating that any person whose interest may be affected by the alteration of the memorandum and he may intimate the nature of interest and grounds for opposition to the Regional Director(RD) with a copy to the company within 21 days of the date of publication of that notice.

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