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Board Resolution for Change in Registered Office
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors
________________
CIN: ________________
Date of Meeting: __________ at __________ Hours at the Registered Office of the Company.
SUBJECT: Change of Registered Office of the Company
RESOLVED THAT pursuant to the provisions of Section 12 of the Companies Act, 2013, the Registered Office of the Company be and is hereby shifted from:
Old Address: ________________
To New Address: ________________
with effect from ________________.
Signature
Board Resolution for Change in Registered Office of a Company
Statutory Compliance Documentation for Indian Companies
Introduction
A Board Resolution for Change in Registered Office is a formal corporate document that records the Board of Directors' decision to relocate the company's registered office to a new address. Under the Companies Act, 2013, every company must have a registered office where all official communications and notices can be addressed. Companies may need to change their registered office due to business expansion, operational efficiency, cost optimisation, or strategic relocation.
The procedure and regulatory requirements for change of registered office vary depending on the nature of the shift. A change within the same city, town, or village under the same ROC jurisdiction requires board approval and filing of Form INC-22. A change from one ROC jurisdiction to another within the same state requires a special resolution. A change from one state to another requires approval from the Central Government or Regional Director. This document covers the format for change within the same local limits.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 and the relevant rules are properly addressed. A ready-to-use template saves valuable time during the compliance process, reduces the risk of procedural errors, and provides a consistent framework for documenting the Board's decision to shift the registered office.
Standardised formats facilitate smoother ROC filings.
Relevance to Statutory Compliance
Change of registered office is a significant administrative event that must be properly documented and filed with regulatory authorities. Following Company Registration, the registered office address serves as the official address for all statutory communications.
After changing the registered office, companies must update their address with all statutory authorities including GST Registration, bank accounts, and other regulatory registrations. Form INC-22 must be filed with the ROC within the prescribed time along with proof of the new address.
Board Resolution for Change in Registered Office – Sample Format
Company Name: _______________________________________
CIN: _______________________________________
Current Registered Office: _______________________________________
Email: _______________________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company
SUBJECT: CHANGE OF REGISTERED OFFICE OF THE COMPANY WITHIN THE SAME CITY/TOWN/VILLAGE UNDER THE SAME ROC JURISDICTION
The Chairman informed the Board that due to business requirements, it is proposed to shift the Registered Office of the Company to a new location within the same city/town/village, under the jurisdiction of the same Registrar of Companies. The Board discussed the matter and passed the following resolution unanimously:
"RESOLVED THAT pursuant to the provisions of Section 12 of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) read with the rules made thereunder, and subject to the approval of shareholders in General Meeting (if required) and subject to such other approvals and consents as may be necessary, the Registered Office of the Company be and is hereby shifted from:
Old Registered Office Address:
_____________________________________________________________________
To:
New Registered Office Address:
_____________________________________________________________________
with effect from __________________ (Date).
RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to:
- File Form INC-22 (Verification of Registered Office) with the Registrar of Companies within the prescribed time;
- Submit verification of the new registered office address along with supporting documents;
- Update the registered office address with banks, statutory authorities, and other stakeholders;
- Make necessary changes to the company's letterhead, signage, and official stationery;
- Do all such acts, deeds, matters, and things as may be necessary, proper, or expedient for giving effect to this resolution."
For ________________________________________
(Name of the Company)
Signature: __________________________
Name: __________________________
Designation: __________________________
DIN: __________________________
Frequently Asked Questions
1. Are details mentioned in the board resolution format for registered office change the same as the special resolution format of members?
Yes, the core details such as old and new registered office addresses, effective date, and authorisation clauses remain substantially similar in both documents. The primary difference is that the board resolution records the Board's approval, while the special resolution records approval by shareholders at a general meeting. Both documents reference Section 12 of the Companies Act, 2013.
2. Is the signature of all directors mandatory on the Board resolution format for change in the registered office?
No, signatures of all directors are not mandatory. The resolution is passed by a majority of directors present and voting at a duly convened board meeting where quorum is present. The certified true copy may be signed by a single authorised director or the company secretary. The minutes record which directors were present and the voting details.
3. What are the details contained in the format of the board resolution to change the registered office?
The board resolution should contain company name and CIN, complete old registered office address, complete new registered office address, effective date of change, reference to Section 12 of the Companies Act, 2013, authorisation to file Form INC-22 with ROC, authorisation to update address with banks and statutory authorities, and signature of an authorised director with DIN.
4. Does the Board Resolution format for change in a registered office need to be certified by a professional?
There is no statutory requirement for the board resolution to be certified by an external professional. The certified true copy may be signed by any director or the company secretary. However, for filing Form INC-22 with the ROC, certification by a practising Chartered Accountant, Company Secretary, or Cost Accountant may be required as per form-specific requirements.
5. Is the board resolution format for registered office change from one state to another the same as change within the city/state?
No, the format and procedure differ significantly. Change within the same city under same ROC requires only board resolution and Form INC-22. Change to another state requires a special resolution, confirmation from the Regional Director or Central Government, filing of Form INC-23, and publication of notice to creditors. Additional compliance requirements apply for inter-state transfers.
6. Is the board resolution format for registered office change mandatory to be attached to the MCA form?
Yes, a certified copy of the board resolution is typically required as an attachment when filing Form INC-22 with the Ministry of Corporate Affairs. Along with the board resolution, other documents such as proof of new address (utility bill or property documents), NOC from landlord (if applicable), and verification of registered office must be submitted as part of the filing.
