Company Registered Office Address Change – Legal Compliance Made Simple

  • Customized drafting of Board and Special Resolutions for address change.
  • Preparation and filing of necessary ROC forms (INC-22, MGT-14, INC-28, INC-23 as applicable).
  • Guidance on address proof, NOC, lease deed, MOA changes, and other legal paperwork.
  • We handle the RD application and ensure smooth approval (for inter-ROC or inter-state moves).
  • Guidance on updating letterheads, signage, bank KYC, GST, PF/ESI, and other statutory records.

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What is a Company's Registered Office?

A registered office is your company's official legal address registered with the Registrar of Companies (ROC). It’s where all government notices, legal documents, and compliance communications are delivered. This address must appear in your MOA, AOA, and all business correspondence. Changing it requires strict adherence to the Companies Act, 2013 – failure can lead to penalties or loss of legal standing.


Why Companies Change Their Registered Office

Common triggers include:

  • Strategic Expansion: Moving closer to clients/suppliers or new markets.
  • Cost Optimization: Shifting to areas with lower rent/taxes (e.g., from metro cities to suburbs).
  • Operational Needs: Accommodating team growth post-merger or restructuring.
  • Compliance: Meeting state-specific regulatory requirements.
  • Reputation Building: Upgrading to a prestigious business district.

Shifting Office Within City/Town Limits

Process:

  1. Board Resolution: Pass resolution approving the move.
  2. ROC Filing (Form INC-22): Submit within 15 days with:
    • New address proof (utility bill <2 months old)
    • Lease agreement (if rented)
    • Board resolution copy
  3. Update Records: Revise letterheads, websites, and signage. Timeline: 7-10 days post-filing.

Moving to a Different City Within Same ROC Zone

Key Steps:

  1. Board Meeting: Approve shift and authorize General Meeting (GM).
  2. Shareholder Approval: Pass Special Resolution at GM.
  3. ROC Filings:
    • Form MGT-14 (Special Resolution) within 30 days
    • Form INC-22 (new address proof) within 15 days of GM
  4. Post-Approval: Update statutory records.

Shifting to a Different ROC Jurisdiction in Same State

Critical Requirements:

  1. Special Resolution: Shareholder approval via GM.
  2. Creditor Consent: Notify all creditors/debenture holders.
  3. State Government Intimation: Inform Chief Secretary.
  4. Regional Director Approval (Form INC-23): Submit with:
    • Board + Special Resolutions
    • Creditor list and NOCs (if obtained)
    • Affidavit of no employee/default issues
  5. Post-Approval Filings: Forms INC-28 and INC-22. Timeline: 45-60 days.

Moving Registered Office to Another State

Most Complex Process:

  1. Board & Shareholder Resolutions: Approve move and MOA amendment.
  2. Creditor Management:
    • Publish notices in English + local newspapers (Form INC-26)
    • Obtain NOCs from secured/unsecured creditors
  3. Regulatory Approvals:
    • File petition with Regional Director (Form INC-23)
    • Notify ROCs, SEBI (if listed), and Chief Secretaries of both states
  4. Hearing & Order: Regional Director’s approval mandatory.
  5. Final Steps:
    • Update MOA with new state details
    • File Forms INC-28 and INC-22
    • Notify banks, GST, and other authorities Timeline: 3-4 months.

Critical Updates After Address Change

Within 15 days of approval, update:

  • Statutory Records: MOA/AOA, registers, and licenses
  • Business Materials: Letterheads, invoices, websites
  • Government Portals: GST, EPFO, ESIC, RBI (for foreign entities)
  • Bank Accounts: KYC revisions Penalty Alert: ₹1,000/day for non-compliance under Section 12(8).

Your Partner for Seamless Office Relocation

We handle complexities so you don’t have to: 🔹 End-to-End Management: From board resolutions to interstate filings. 🔹 Creditor Negotiations: Secure NOCs and resolve objections. 🔹 Regulatory Liaison: Direct coordination with ROCs/Regional Directors. 🔹 Post-Move Compliance: Update all statutory records. 🔹 Speed: 40% faster processing than DIY approaches.

Case Example: Relocated a fintech startup from Delhi to Bangalore in 78 days – resolved creditor objections via structured settlement plans.

Ready for a Hassle-Free Office Move?

Avoid compliance traps and costly delays. Contact Us for a strategic relocation plan tailored to your business needs.

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