Change Company Address

A registered office is the official address of a company or corporation that is registered with the government.

A company has to declare an address as a registered office address within 30 days of its incorporation (according to Section 12 of the Companies Act of 2013). As all the official correspondence will be sent to this address, the change in address of the registered office should be indicated to the Registrar of Companies (RoC) or Ministry of Corporate Affairs (MCA).

It should be noted that the registered office is different from a corporate office, administrative office, or branch office. When the addresses of these officers change there is no need for intimation to the authorities.

Why Is a Registered Office Address Important?

This is where all official letters and notices from the government will be sent. It's important to make sure that your registered office address is up-to-date and accurate, as any mistakes could lead to problems with the government and related procedures.

The registered office address:

• Determines the domicile of a company which dictates the state laws that will be applicable
• Determines under which RoC the company will fall under
• That is where the legal identity of the company resides and it determines the local laws applicable.

Types of Changes in Registered Office Address

The procedure for change of registered office address differs based on where the office is being moved.

• Within the same city
• Within the same state and same RoC
• Within the same state but under different RoC
• To a different state

The procedure to change registered office in all these scenarios is different.

Procedure for changing the registered office address within the local limits of the city town or village

• The company should pass a resolution in the board meeting to the effect of the address change.
• Form INC-22 (company address change form) has to be filed within 30 days of passing the board resolution.

Documents required:

• Board resolution
• Utility bills
• NOC from the owner of the new address
• NOC from the owner of the new address

Procedure for changing the registered office address within the same state and same RoC
If you want to change company address inside a state to another locality, town, or village the below procedure applies:

• A board resolution should be passed calling for an extraordinary general meeting.
• Special resolution by an extraordinary general meeting should be passed to that effect.
• Forms MGT-14 and INC-22 have to be filed within 30 days of the special resolution.

Documents required:

• Board resolution and special resolution
• Utility bills
• NOC from the owner of the new address
• Rent agreement if the place is rented

Procedure for changing the registered office address within the same state but under a different RoC
In certain big states like Tamilnadu and Maharashtra, there are two registrars of companies. So, if the company is moving its registered office from one of the RoCs to another they have to follow the below procedure:

• The special resolution followed by a board resolution has to be passed and approval from the regional director should be obtained.
• Form MGT-14 should be filed 30 days from the special resolution.
• Form INC-22 within 30 days and Form INC-28 within 60 days should be filed from the order of the regional director.
• Form INC-23 also needs to be filed.

Documents required:

• Board resolution and special resolution
• Declaration that there is no default in paying its workmen and creditors' consent for has been obtained for shifting by any two directors/the key managerial personnel of the company authorised by the Board.
• Declaration that because of the change in registered office the employees' interest will not be affected.
• Declaration that because of the change in registered office the employees' interest will not be affected.
• NOC from the owner and rent agreement if the place is rented

Procedure for change of registered office from one state to another state

• This follows an entirely different procedure as the Memorandum of Association (MoA) under which provides the framework of the company itself has to change.
• An extraordinary general meeting should be called through a board meeting resolution.
• An extraordinary general meeting should be called through a board meeting resolution.
• Within 30 days the resolution must be filed under Form MGT-14.
• 30 days before the application to the regional director regarding the address change an advertisement regarding the same has to be published in at least one regional newspaper and an English newspaper.
• A notice should be sent to creditors and debenture holders and any other regulatory bodies applicable.
• An application to the regional director should be made.
• After receiving approval from the regional director, INC-28 and INC-22 have to be filed within 30 days.

Documents required:

• List of company directors and shareholders
• List of creditors duly certified by the auditors of the company
• Copy of public notice published
• Copy of certificate of incorporation, MoA and AoA
• Latest financial statements of the company
• Declaration that because of the change in registered office the employees' interest will not be affected.
• Address proof and NOC from the owner of the new office address

As the company changes and grows, changes like these become essential. But the procedure involved can be complicated and confusing. You can focus on the actual change and leave the complicated process to us.
After Change Registered Office Address
Certain compliance tasks have to be done after the change in the registered office address:

• Substitute the new address in place of the old address in all official publications like receipt forms, invoices, business letter-heads, letters, billheads, etc.
• Register the change of address with the income tax authorities to reflect it in the PAN and TAN.
• Inform all the members and stakeholders of the company about the change by advertising a general notice in a newspaper.
• Outside the office buildings, the new registered office address must be displayed in legible letters and conspicuous position.
• Banks and financial institutions in which the company is having accounts should be notified.
• All the applicable government authorities and utility service providers must also be updated regarding the new address.