Change of Registered Office Service

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Table Of Content

  1. Change of Registered Office
  2. Strategic Decision to Change the Registered Office
  3. Requirements for Changing a Registered Office
  4. Process of Changing Registered Office
  5. Documents required for Changing Registered Office
  6. FAQs
  7. Get in Touch with us

Change of Registered Office

Changing a company’s registered office involves detailed planning, compliance with legal regulations, and proper documentation. The registered office is where all official communications, legal documents, and notices from government authorities are sent. Therefore, ensuring a smooth transition when changing the registered office is crucial to avoid potential legal disputes. A company may choose to change its registered office for several reasons, including expansion, operational efficiency, or relocating to a better business environment. The process varies based on whether the change is within the same city, within the same state but outside city limits, or from one state to another.

Strategic Decision to Change the Registered Office

Relocating to a prime business location can improve access to better facilities, talent, and business opportunities. A more strategic location may also attract investors, providing long-term benefits to the business
Moving to a location closer to suppliers, clients, and customers can enhance operational efficiency. Proximity reduces logistics costs and helps streamline supply chain management
Shifting to a location with lower rent or taxes can result in significant savings for the company, particularly if it’s relocating to a jurisdiction with more business-friendly tax policies
Relocating to a new area can be part of a company’s growth strategy, allowing it to scale operations, reach new customers, and expand its market presence
Relocating to a location with better access to legal, financial, or compliance advisory services can help ensure smooth operation and better governance. Proximity to these services can aid in fulfilling regulatory obligations more efficiently

Requirements for Changing a Registered Office

  • Shareholder’s Consent: For changes beyond city or state limits, a special resolution and shareholder consent are required.
  • Zoning Laws Compliance: The new office must comply with local zoning regulations.
  • No Pending Litigation: The company must ensure there is no pending litigation that might affect the office relocation.
  • Filing Forms: Form MGT-14 and INC-22 must be submitted with the RoC.

    • Process of Changing Registered Office

    Step 1

    The first step involves holding a board meeting to discuss and approve the resolution for the new registered office location. Directors must agree on the move, and a representative may be appointed to oversee the process.

    Step 2

    If the registered office is being shifted outside the local limits or to another state, obtaining shareholder approval is mandatory. A special resolution must be passed at a general meeting to comply with the regulatory requirements.

    Step 3

    Once approval is secured, the company must file Form INC-22 with the Ministry of Corporate Affairs (MCA) through its official website. This step is crucial to notify the Registrar of Companies (RoC) about the change in the registered office address.

    Step 4

    For inter-state relocation of the registered office, approval from the Regional Director is required. The company must apply and provide the necessary documents to obtain the approval.

    Step 5

    After the change, the company must update all relevant government authorities, including banks, the Income Tax Department, GST authorities, and other regulatory bodies.

    Documents required for Changing Registered Office

    Board resolution letter
    Special resolution
    Form INC-22
    Form MGT-14
    Rent Agreement or Lease deed
    Utility Bill
    No Objection Certificate (NOC)
    Approval from Regional Director

    FAQs

    How do I change the registered office within the same city?

    To change the registered office within the same city or town, the company must hold a board meeting, pass a resolution, and file Form INC-22 with the Registrar of Companies (RoC) through the MCA portal.

    What if the office is moved away from local limits but within the same state?

    If the office is being moved beyond local city or town limits but remains within the same state, a special resolution is required. Once approved, the company must file the appropriate forms, including Form INC-22, with the government authorities.

    What is Form INC-22?

    Form INC-22 is the official form used to notify the Registrar of Companies (RoC) about any changes in the company’s registered office address. This form must be filed online through the MCA portal.

    Do I need approval from shareholders for all office changes?

    Shareholder approval is mandatory only when the registered office is moved outside the city limits or to another state. A special resolution must be passed at a general meeting in such cases.

    How long does the documentation process take?

    The process can take anywhere from 15 to 30 days, depending on the type of office change (within the same city, state, or inter-state) and the time required for obtaining the necessary approvals from shareholders, the Regional Director, and the RoC.

    Are there any fees involved in the process?

    Yes, the Ministry of Corporate Affairs (MCA) charges filing fees for Form INC-22 and Form MGT-14. The fees vary based on the company’s authorized share capital and the type of office change.

    Do I need to notify banks and other authorities about changes in my registered office?

    Yes, it is mandatory to update all relevant authorities about the change in registered office address, including banks, tax authorities, the Income Tax Department, GST authorities, and other regulatory bodies.

    Can I change my registered office address multiple times?

    Yes, you can change the registered office address as many times as necessary by following the legal procedures, including holding board meetings, shareholder approvals (if required), and filing the necessary forms with the RoC.

    Is there any newspaper publication required for changing the registered office address?

    Yes, when changing the registered office from one state to another, a newspaper publication is required to inform the public. This is part of the legal process to notify stakeholders of the office relocation.

    What are the documents required to change the registered office?

    To change the registered office, you’ll need the following documents:

    • Board resolution approving the change.
    • Special resolution (if applicable).
    • Form INC-22 and MGT-14.
    • Proof of the new office address (e.g., utility bills, lease deed).
    • NOC from the property owner (if applicable).

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