Change in Registered Office of a Private Limited Company

Raksha Tiwari

01 Sep, 2020

Every company is required to have a registered office address maximum by 15 days after successful company registration. However, if during the course of its business if there is any change in registered office of a company, such change must be registered with the Registrar of Company. In this blog we will discuss the process to be followed for registration of any change in registered office address.

Reason for change in Registered Office

Any registered company is free to change their register address at any time. There are various reason influencing the decision to change the registered office address of a company. We have listed out few such reasons for your better understanding:

1. The existing lease of the registered office is expiring and you are planning to lease another place.
2. The company is experiencing growth and infrastructure of the current registered office is not sufficient to support such growth.
3. Increase in manpower
4. Plans for exploring new market and intention to establish the registered office in that new area of operation.
5. All the members are shifting their base.
6. Acquisition of business by any other party.

Types of Registered Office Address Change

Depending upon the location of the new registered office address we can categorize the type of changes in registered office. Depending on these categories the procedure for registering such change with the authorities will be determined.

To Change the Registered Office of a Private Limited Company has been classified into three categories:

1. When change in the registered office of a pvt ltd company within the same state.
2. Change in the registered office of a company within the same state but outside the local limits of the same city/village
3. If change in the registered office of a company from one state to another state or from one ROC to another

Here, we will discuss the compliances that are required to be done as per Companies Act, 2013^[1] for registering any change in the registered office address of the company along with form filing requirement on the website of Ministry of Corporate Affairs.

Change in the registered office of a company within the local limits of the same city/village:

If there is any change in the registered office of private limited company from one place to another within the same state, it needs to be intimated to the Registrar in Form No. INC-22 along with submission of prescribed fee. The following documents need to be attached to Form INC-22:

1. Proof of registered office address.
2. Copies of utility bills.
3. NOC from the owner of the premises to use the premises.

Change in the registered office of a company within the same state but outside the local limits of the same city/village:

In case of change in the registered office of a company from one city, village or tehsil but within the same state, the company has to pass a special resolution for it. For registering such special Resolution MGT-14 is required to be filed within 30 days. Along with MGT-14 such change is to be intimated to ROC through filing INC-22 with 30 days of such change.

Change in the registered office of a company from one state to another state or from one ROC to another:

If a company wishes to implement change in the registered office from one state to another state, the company needs to amend its Memorandum of Association. A special resolution needs to be passed by the company to alter its MOA. This special resolution needs to be filed with ROC within 30 days of passing the resolution.

To change the registered office from one state to another, the office needs to get approval from the central government in Form No. INC-23.

Within 60 days of application, the central government will dispose of the application for change in the registered office. Once the change is approved by RD, the company needs to file this approval with ROC within a period of 60 days from the date of approval. This approval given by the central government shall be filed with the registrars of both states in which the old registered office was situated and in which the new registered office is situated.

To summarize the process following steps are to be followed and given forms are required to be filed for such a change in the registered office:

1. Pass a Special resolution
2. MGT-14 for special resolution
3. INC-22 for application to central government for such change
4. INC-28 is to be filed once the approval is granted by Regional Director with the Registrar Of Companies.
5. Once all the above steps are completed, the company is require to submit INC-22 with the ROC

How to apply for RD approval to change Registered Office

Application for Regional director approval is applied through e-form INC-23. The following documents need to be filed with Form INC-23:

• A copy of special resolution sanctioning the alteration of a memorandum by the members of the company.
• Copy of MOA & AOA
• A copy of the notice of general meeting along with explanatory statement
• Certified True Copy of Minutes of General Meeting authorizing the alteration of memorandum
• List of Creditors and debenture holders
• Power of attorney

We hope this article was of some help to clear of your queries relating to change in the registered office. For any further queries and issues you can drop us an email at info@enterslice.com Our tea of experts are always ready to provide you the best possible solutions for your business.

Read our article:Registered Office Requirement for Private Limited Company