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Change in Registered Office Address

Changing the Registered Office Address of a company is a key compliance requirement under the Companies Act, 2013. The registered office is the official legal address where all communications and notices are sent. A proper procedure must be followed and filings made with the Registrar of Companies (ROC) to avoid penalties and maintain statutory compliance.

Key Topic Index

  • Types of Registered Office Address Changes
  • Step-by-Step Procedure for Change in Registered Office Address
  • Documents Required for Changing Registered Office Address
  • Important Compliance Tips
  • Frequently Asked Questions (FAQs)
  • Why you should choose Make Merchant to register your business?
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Types of Registered Office Address Changes

  1. Within the Same Local Area
      Change of address within the same city, town, or village (as defined by Clause 12 of the General Clauses Act, 1897).
    • Requires only a Board Resolution.
    • No shareholder approval needed.
  2. Outside the Local Area but Within the Same State
      Change to an address outside the local area but within the same state.
    • Requires approval by Special Resolution passed in a General Meeting (AGM or EGM).
  3. Outside the State
      Change of registered office to another state.
    • Requires Special Resolution and Central Government / Regional Director's approval.
    • Additional filings and regulatory approval apply.

Step-by-Step Procedure for Change in Registered Office Address

  1. Step 1: Convene Board Meeting
    • Give 7 days' clear notice to directors.
    • Pass a Board Resolution approving change of registered office and call a General Meeting if required.
  2. Step 2: Hold General Meeting (if applicable)
    • Give at least 21 days' notice to shareholders for AGM/EGM.
    • Pass a Special Resolution approving the change when moving outside the local area or outside the state.
  3. Step 3: File Form INC-22 with ROC
    • File Form INC-22 electronically within 15 days of the change.
    • Attach the Board Resolution or Special Resolution.
    • Attach proof of new address (electricity bill, water bill, lease/rent agreement, property ownership deed).
    • Provide landlord's consent letter if premises are rented.
  4. Step 4: Update Company Records
    • Update statutory registers, company stationery, official website, and inform stakeholders including banks, tax authorities (GST, Income Tax), and business partners.
  5. Step 5: ROC Physical Verification (if applicable)
    • ROC may verify the premises physically as per MCA guidelines.
    • On approval, ROC issues a Certificate of Change of Name under Section 13 of Companies Act.

Documents Required for Changing Registered Office Address

  • Board Meeting Notice and Resolution
  • Shareholders' Meeting Notice and Special Resolution (if applicable)
  • Proof of New Address (Electricity bill, Water bill, Rent agreement, Ownership deed)
  • Landlord Consent Letter (if rented)
  • Filed Form INC-22 with attachments

Important Compliance Tips

  • File Form INC-22 within 15 days to avoid penalties.
  • Penalties for late filing can be up to ₹5,000 with additional ₹5,000 per day thereafter.
  • Ensure physical office space complies with local municipal and regulatory laws.
  • Keep all stakeholders informed promptly to avoid operational disruptions.
  • For interstate change, obtain NOC (No Objection Certificate) from ROC, if required.

Frequently Asked Questions (FAQs)

Yes, if the change is within the same local area, only Board approval is required. For outside the local area or state, shareholder approval via a special resolution is necessary.

Form INC-22 must be filed with the ROC within 15 days of the registered office address change.

Electricity bill, water bill, rent agreement, or ownership document of the new premises.

Yes, for certain cases, ROC may verify the new office location before approving the change.

The company may incur penalties and stand non-compliant with the ROC.

When you want to launch your business, Make Merchant is where it's at!

Changing the registered office address is a critical compliance step for any company. Adhering to the prescribed legal process, timely filings, and documentation ensures seamless business operations and regulatory adherence.

Make Merchant specializes in providing end-to-end assistance for changing registered office addresses, including board meetings, drafting resolutions, conducting shareholder meetings, and filing with ROC—ensuring hassle-free compliance for companies.

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We are a one-stop solution for businesses that wish to grow and move from local to global

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