Changing the Registered Office Address in India



Changing the registered office address of a company in India is a process governed by the Companies Act, 2013. It is essential to keep the official records updated with the current address of the registered office to ensure smooth communication and compliance with legal requirements. Here is a step-by-step guide on how to change the registered office address:

  1. Board Resolution: The first step is to convene a board meeting and pass a resolution to propose the change in the registered office address. The resolution should be duly recorded in the minutes of the meeting.

  2. Special Resolution: If the change involves shifting the registered office address to a different state, a special resolution needs to be passed by the shareholders in a general meeting. This resolution should also be recorded in the minutes.

  3. Verification: After obtaining the necessary resolutions, the company must ensure the availability and suitability of the proposed new address. It is advisable to verify any restrictions or requirements imposed by the local authorities or building regulations.

  4. Notice to Registrar: The company must file the necessary forms with the Registrar of Companies (RoC) within 30 days of the change. Form INC-22 is used for intimating the change in the registered office address within the same state, while Form INC-23 is required for change of address from one state to another.

  5. Supporting Documents: Along with the prescribed forms, certain supporting documents need to be submitted to the RoC. These include copies of the board and shareholders' resolutions, proof of new address (e.g., lease agreement, utility bill), and updated Memorandum of Association (MoA) and Articles of Association (AoA) reflecting the new address.

  6. Publication: If the registered office address is changed from one state to another, the company is required to publish a notice in the Official Gazette and at least one vernacular newspaper in the principal language of the new state. The notice should contain details of the change, including the new address.

  7. Confirmation from RoC: Once the RoC receives the application and verifies the documents, they will issue a confirmation in the form of a new Certificate of Incorporation (CoI) or a modified CoI, reflecting the updated registered office address.

  8. Update Other Authorities: Apart from notifying the RoC, it is crucial to inform other relevant authorities, such as the Income Tax Department, GST Department, banks, and other regulatory bodies, about the change in the registered office address.

  9. Update Stationery and Website: After the change is approved and implemented, the company should update its letterheads, visiting cards, website, and any other official documents to reflect the new registered office address.

  10. Compliance: It is important to ensure ongoing compliance with any additional requirements imposed by the RoC or other regulatory bodies in relation to the change of registered office address.

Changing registered office address of a company in India requires adherence to legal procedures and timely compliance with the prescribed forms and documents. Seeking professional advice or engaging the services of a company secretary can facilitate a smooth transition and ensure compliance with all the necessary requirements.

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