A Comprehensive Guide to Change of Registered Office under Companies Act 2013

KnowGro
January 31, 2024

Introduction

The registered office of a company is its principal place of business where it receives all messages and notices addressed to it. It is the company’s official address from where it does business. The details regarding the registered office address of a company has to be provided to the Registrar of Companies.

The company is obliged to keep its books of accounts, registers, minutes and other important documents at its registered office at all times. If any government body or individual wants to send any intimation or notice to a company then such communication is sent to the registered office address of the company. Registered Office Clause of Memorandum of Association (MOA) mentions the State in which the registered office of the company will be situated.

As per Section 7 of the Companies Act, 2013 (the “Act”), all companies are required to have a registered office in India from the date of commencement of business or within thirty days from the date of incorporation whichever is earlier.

A company may be required to change its registered office due to various reasons. In such cases the company is required to follow the procedures as stated under the Companies Act, 2013 to intimate the Registrar of Companies and seek their permission. The step by step procedure to be followed by a company in different situations for registered office change are given below.

Change of registered office within the local limits of same city, town or village

The steps to be followed for change of registered office of the company within the local limits of same town are mentioned below [Ref: Section-12 (4) of the Companies Act, 2013; Rule 25 & 27 of the Companies (Incorporation) Rules- 2014]:

Issue at least a seven days’ Notice for Board Meeting to all the directors of the company. The Board Meeting may be conducted at a shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting.

In case the company does not have any Independent Director on board, then the decision shall be final only on ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company.

Convene the Board Meeting and pass the resolutions for the following:
- for change of registered office of the company within the local limits of same city, town or village; and
- to authorize any director or company secretary of the company to intimate the Registrar of Companies (ROC) of such change.

File E-Form INC-22 within 15 days of passing the abovementioned board resolution. The following attachments need to be filed in E-Form INC-22:
- Certified True Copy (CTC) of the Board Resolution passed by the directors for approval regarding the registered office address of the company;
- Proof of registered office address of the company i.e. rent agreement, No Objection Certificate, Registry in the name of the company;
- Copy of Utility Bill, not older than 2 months;

The change of registered office location shall be recorded on a company’s letter heads, business letters, bills of exchange, and other documents where the registered office is stated.

Change of registered office outside the local limits of the existing city, town or village but in the same state under the jurisdiction of the same registrar of companies

The steps to be followed for change of registered office of the company outside the local limits of the existing city, town or village but in the same state under the jurisdiction of the same registrar of companies are mentioned below:

Issue at least a seven days’ Notice for Board Meeting to all the directors of the company. The Board Meeting may be conducted at a shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting.

Convene the Board Meeting and pass the resolutions for the following:
- to seek board approval for change of registered office of the company outside the local limits of the existing city, town or village but in the same state under the jurisdiction of the same registrar of companies; and
- to fix the date, time, and venue of the general meeting for passing special resolution for seeking approval of shareholders of the company and authorizing a director or company secretary to send the notice of the same to the members.
- approval of notice of General Meeting.

Send the notice of the General Meeting to the members, directors and auditors of the company. Notice of General Meeting shall be given at least 21 days before the actual date of the meeting. General Meetings can be called at a shorter notice if consent is given in writing or by electronic mode by not less than 95% of the members entitled to vote at such meeting.

Hold the General Meeting and pass the Special resolution for change of registered office of the company outside the local limits of the existing city, town or village but in the same state under the jurisdiction of the same registrar of companies.

File MGT-14 within 30 days of passing the Special Resolution. However, practically the MGT-14 is required to be filed within 15 days of passing the Special Resolution since the Service Request Number (SRN) of this form is to be mentioned in INC-22 which has to be filed within 15 days of passing the Special Resolution. The following attachments need to be filed in E-Form MGT-14:
- Certified True Copy (CTC) of the Special Resolution passed by the members for approval regarding the registered office address of the company;
- Notice with Explanatory Statement as per Section 102 of the companies act, 2013;

File E-Form INC-22 within 15 days of passing the abovementioned Special Resolution. The following attachments need to be filed in E-Form INC-22:
- Certified True Copy (CTC) of the Special Resolution passed by the members for approval regarding the registered office address of the company;
- Notice with Explanatory Statement as per Section 102 of the companies act, 2013;
- Proof of registered office address of the company i.e. rent agreement, No Objection Certificate, Registry in the name of the company;
- Copy of Utility Bill, not older than 2 months;

The change of registered office location shall be recorded on a company’s letter heads, business letters, bills of exchange, and other documents where the registered office is stated.

Change of registered office from Jurisdiction of One Registrar to the Jurisdiction of another Registrar within the Same State

The steps to be followed for change of registered office of the company from jurisdiction of one Registrar of Companies to the Jurisdiction of another Registrar within the Same State are mentioned below [Ref: Section-12 (5) and (6) of the Companies Act, 2013; Rule 28 of the Companies (Incorporation) Rules- 2014]:

Issue at least a seven days’ Notice for Board Meeting to all the directors of the company. The Board Meeting may be conducted at a shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting.

Convene the Board Meeting and pass the resolutions for the following:
- to seek board approval for change of registered office of the company from jurisdiction of one Registrar of Companies to the Jurisdiction of another Registrar within the Same State; and
- to fix the date, time, and venue of the general meeting for passing special resolution for seeking approval of shareholders of the company and authorizing a director or company secretary to send the notice of the same to the members.
- approval of notice of General Meeting.

Send the notice of the General Meeting to the members, directors and auditors of the company. Notice of General Meeting shall be given at least 21 days before the actual date of the meeting. General Meetings can be called at a shorter notice if consent is given in writing or by electronic mode by not less than 95% of the members entitled to vote at such meeting.

Hold the General Meeting and pass the Special resolution for change of registered office of the company from jurisdiction of one Registrar of Companies to the Jurisdiction of another Registrar within the Same State.

File MGT-14 within 30 days of passing the Special Resolution. The following attachments need to be filed in E-Form MGT-14:
- Certified True Copy (CTC) of the Special Resolution passed by the members for approval regarding the registered office address of the company;
- Notice with Explanatory Statement as per Section 102 of the companies act, 2013;

Prepare the list of creditors, depositors and debenture holders. The list shall not be older than one month from the date filling the petition.

Prepare the application for change of registered office of the company from jurisdiction of one Registrar of Companies to the Jurisdiction of another Registrar within the Same State along with all the necessary annexures.

Send the application as an intimation to the Chief Secretary of the state regarding the proposed change of the registered office mentioning that the employees’ interest will not be affected due to the proposed shifting.

File the application in E-Form GNL-2 with Registrar of Companies (ROC).

File the application in E-Form 23 with Regional Director along the following attachments:
- Certified True Copy of Board Resolution for change in registered office of the company;
- Certified True Copy of Special Resolution for change in registered office of the company;
- Copy of minutes of General Meeting;
- Declaration by any two Directors authorized by the Board that the Company has not made any default in payment of dues to its workmen and has consent of creditors for proposed shifting;
- Acknowledgment of the copy of intimation sent to Chief Secretary.

The Regional Director will pass the order accordingly upon examination of the application. Once the application for change of registered office is approved by the Regional Director, file E-Form INC-28 within 30 days of receiving the certified copy of the order.

After receiving the above-mentioned approval, file E-Form INC-22 within 60 days from the date of receiving certified copy of the order. The following attachments need to be filed in E-Form INC-22:
- Certified True Copy of Board Resolution for change in registered office of the company;
- Certified True Copy of Special Resolution for change in registered office of the company;
- Notice with Explanatory Statement as per Section 102 of the companies act, 2013;
- Proof of registered office address of the company i.e. rent agreement, No Objection Certificate, Registry in the name of the company;
- Copy of Utility Bill, not older than 2 months;

The change of registered office location shall be recorded on a company’s letter heads, business letters, bills of exchange, and other documents where the registered office is stated.

Change of registered office from One State to Another State

The steps to be followed for change of registered office of the company from one state to another state is mentioned below [Ref: Section13(4)] and Rule- 30 of The Companies (Incorporation) Rules, 2014]:

Issue at least a seven days’ Notice for Board Meeting to all the directors of the company. The Board Meeting may be conducted at a shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting.

Convene the Board Meeting and pass the resolutions for the following:
- to seek board approval for change of registered office of the company from one state to another state; and
- to fix the date, time, and venue of the general meeting for passing special resolution for seeking approval of shareholders of the company and authorizing a director or company secretary to send the notice of the same to the members.
- approval of notice of General Meeting.

Send the notice of the General Meeting to the members, directors and auditors of the company. Notice of General Meeting shall be given at least 21 days before the actual date of the meeting. General Meetings can be called at a shorter notice if consent is given in writing or by electronic mode by not less than 95% of the members entitled to vote at such meeting.

A listed company shall intimate the stock exchange within 24 hours of the event where the securities of the company are listed [Refer Regulation 30(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015].

Hold the General Meeting and pass the Special resolution for change of registered office of the company from one state to another state. Company not having members more than 200 are not required to transact any business through postal ballot.

In case of listed entities send to each stock exchange, a copy of, proceedings of the general meeting within 24 hours of the occurrence of event as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

File MGT-14 within 30 days of passing the Special Resolution. The following attachments need to be filed in E-Form MGT-14:
- Certified True Copy (CTC) of the Special Resolution passed by the members for approval regarding the registered office address of the company;
- Notice with Explanatory Statement as per Section 102 of the companies act, 2013

Prepare the list of creditors, depositors and debenture holders. The list shall not be older than one month from the date filling the petition. Send notices to the unsecured creditors and obtain No-Objection Certificates from them.

Publish notice regarding shifting of registered office in one English and one Vernacular language newspaper having wide circulation in the state in which registered office of the company is situated. The newspaper advertisement needs to be prepared in the format specified in form INC-26. It is recommended to publish the newspaper advertisement 15-20 days before filing E-Form INC-23.

Prepare the application for shifting of registered office of the company from one state to another state along with all the necessary annexures.

Send the application as an intimation to the Chief Secretary of the state regarding the proposed shifting of the registered office mentioning that the employees’ interest will not be affected due to the proposed shifting. The application can be submitted either through registered post or physically and the proof of submission shall be kept for submission in E-Form INC-23.

File the application in E-Form GNL-2 with Registrar of Companies (ROC). The physical copy of the application shall also be submitted to the concerned ROC either through registered post or physically and the proof of submission shall be kept in safe custody.

File the application in E-Form 23 with Regional Director along the following attachments:

- Copy of the application for change in registered office of the company;
- Certified True Copy of Board Resolution for change in registered office of the company;
- Certified True Copy of Special Resolution for change in registered office of the company;
- Copy of minutes of General Meeting;
- Declaration by any two Directors authorized by the Board that the Company has not made any default in payment of dues to its workmen and has consent of creditors for proposed shifting;
- Acknowledgment of the copy of intimation sent to Chief Secretary.

The Regional Director will pass the order accordingly upon examination of the application. Once the application for shifting of registered office is approved by the Regional Director, file E-Form INC-28 within 30 days of receiving the certified copy of the order.

After receiving the above-mentioned approval, file E-Form INC-22 within 60 days from the date of receiving certified copy of the order. The following attachments need to be filed in E-Form INC-22:
- Certified True Copy of Board Resolution for change in registered office of the company;
- Certified True Copy of Special Resolution for change in registered office of the company;
- Notice with Explanatory Statement as per Section 102 of the companies act, 2013;
- Proof of registered office address of the company i.e. rent agreement, No Objection Certificate, Registry in the name of the company;
- Copy of Utility Bill, not older than 2 months;

The change of registered office location shall be recorded on a company’s letter heads, business letters, bills of exchange, and other documents where the registered office is stated.

Conclusion

In the ever-evolving business environment, the ability to adapt is a strategic imperative. The Companies Act 2013 provides a robust framework for companies looking to change their registered office, ensuring that the process is legal, transparent, and in the best interest of all stakeholders.

As businesses navigate through these changes, understanding the legal intricacies and following the prescribed procedures is vital. By adhering to the provisions of the Companies Act 2013, companies can embark on a new chapter with confidence, knowing that they are in compliance with the regulatory framework.

Important Sample Resolutions

Sample Board Resolutions required for change of registered office of the company within the local limits of same city, town or village

“RESOLVED THAT pursuant to the provisions of section 12 of the Companies Act, 2013 and any other provisions applicable, if any, consent of the board of directors of the Company be and is hereby accorded to shift the registered office of the Company from …………………………………………….…………….. to ……………………………………………………………… within the local limits of the city.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, any Director, of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-forms as return of Change in address of registered office with the Registrar of Companies.”

Specimen of board resolution approving notice of the extraordinary general meeting

“RESOLVED THAT the notice of the extra ordinary general meeting to be held at ………………… (time) ………………… (date) ………………… for passing the special resolution as required under Section 12 (5) of the Companies Act, 2013 for shifting of registered office form present situation at ………………… to ………………… a place falling under the jurisdiction of ………………… police station and outside the local limits of the town where registered office of the company is presently situated, a draft whereof was placed before the meeting and was initialled by the chairperson of the meeting for the purpose of identification, be and is hereby approved”

Specimen of board resolution authorising the company secretary to issue notice of the extraordinary general meeting

“RESOLVED THAT Sh. ………………… the company secretary of the company be and is hereby authorized to issue on behalf of the Board of directors of the company, the notice under Section 101 and the explanatory statement thereof under Section 102 of the Companies Act, 2013, as approved by the Board, the Extra-ordinary General Meeting of the company to be held at ………………… hrs ………………… in ………………… (date) ………………… for passing the special resolution under Section 12(5) of the Act, for shifting the registered office of the company.”

Specimen of special resolution for shifting the registered office of the company to another place outside the local limits but within the same state

“RESOLVED THAT pursuant to the section 12(5) and other applicable provisions of the Companies Act, 2013, if any, the registered office of the Company be and is hereby shifted from its present situation at ………………… to ………………… a place falling under the jurisdiction of ………………… police station which is outside the local limit of the town where it is presently situated but within the same state;

RESOLVED FURTHER THAT Shri ………………… the company Secretary, be is hereby authorised to file with the concern Registrar of Companies, the FORM INC 22 containing verification of the registered office of the company.”

Explanatory Statement:

The registered office of the company is situated at ………………. (a small town) ……………….. Often it becomes difficult to arrange the required facilities for holding the company’s annual general meetings, which are required to be held at the registered office of the Company or at a place within the local limits of the same town. Therefore, the Board of directors of the company, at its meeting held on ……………., resolved that the registered office of the company is to be shifted to ………………., a place outside the local limits of the town where the company’s registered office is presently situated but which is within the same State, where it would be possible for the company to hold its annual general meetings more conveniently as all the required facilities are available there. Moreover, the company’s Central, Administrative and Marketing Offices are already situated there.

The Board, therefore, recommends the proposed special resolution to the members of the company for their consideration and approval. None of the directors of the company is concerned or interested in the proposed resolution.

Specimen resolution for change of registered office outside local limits of city, town or village from the jurisdiction of one registrar to another within the same state

“RESOLVED THAT the Registered Office of the Company be and is hereby shifted from…………. to…………. which is outside the local limits of city, town or village but from the jurisdiction of one registrar to another within the same state where the company’s registered office is presently situated with effect from …………. subject to confirmation by the Regional Director.”

Explanatory Statement:

The registered office of the company is situated at…………. while the administrative office is situated at …………. For administrative convenience and better control over the operations it is proposed to shift the Registered office from…………. to …………. Since the new place is within the jurisdiction of another Registrar of Companies, this requires prior approval of the Regional Director. Hence it is proposed to pass a special resolution for this purpose. No Director is interested or concerned in this resolution.

Specimen Of Board Resolution For Shifting The Registered Office From One State To Another

“RESOLVED THAT subject to the approval of members of the Company by a special resolution at a general meeting and confirmation of the Regional Director under section 12 of the Companies Act, 2013 and subject to such other approvals as may be necessary, the registered office of the Company be and is hereby shifted from its present location to the State/Union Territory of ………………… and clause ………………… of the memorandum of the company be and is hereby altered accordingly;

“RESOLVED FURTHER THAT a special resolution according approval to the proposed alterations by the members of the Company be and is hereby proposed at the ………………… annual general meeting/extra-ordinary general meeting to be convened and held on …………………………. at ………………… at the registered office of the company and the Company Secretary be and is hereby authorised to issue notice of the said meeting together with related explanatory statement, in accordance with the draft placed before this meeting, to the members of the company in accordance with the provisions of Companies Act, 1956 and the articles of association of the company;

“RESOLVED FURTHER THAT M/s…………………. Advocate/Secretary in whole-time practice/practising Chartered Accountant/practising Cost Accountant be and is hereby authorised to appear and represent the Company before the Regional Director, in the matter of the petition to be filed for their confirmation to the proposed alteration of the of the memorandum as to the change of the place of the registered office from one State to another and are also authorised to make such statements, furnish such information and do such acts, deeds and things as may be necessary in relation to the said petition;

“RESOLVED FURTHER THAT Mr. ………………… director, Mr. …………………, director, and Mr. …………………, secretary, be and are hereby authorised jointly and severally to sign the said petition/application, affidavits and such other documents as may be necessary in relation to the said petition.

Specimen of special resolution for altering the memorandum of the company so as to change the situation of its registered office to another state

“RESOLVED THAT pursuant to Section 13 and other applicable provisions, if any, of the Companies Act, 2013 and subject to confirmation by the Regional Director, as prescribed in Sub-section (4) of the said section, the memorandum of association of the company be altered so as to change the place of the company’s registered office from its present situation at…………….. ………………………………in the State of Maharashtra to ……………………………, a place in the State of Gujarat, by substituting the words “in the State of Maharashtra” for the words “in the State of Gujarat” in Clause II of the memorandum of association of the company.”

“RESOLVED FURTHER THAT Shri ……………., the Company Secretary/Director, be and is hereby authorised –

to sign and file, the petition under Sub-section (4) of Section 13 of the Act to the Regional Director for securing confirmation to the alteration to the memorandum of association of the company so as to change the place of the Registered office of the company from the State of Maharashtra to the State of Gujarat;
to represent the company in all hearings concerning the petition of the company; and

to appoint, on behalf of the company, Company Secretaries in whole-time practice, advocates, lawyers, counsels and other consultants, if and when required, to represent the company and plead on its behalf before the concerned Regional Director and or any other agency in all matters connected with the petition of the company.

Explanatory Statement:

When the company was incorporated it was decided that the main manufacturing unit of the company would be located in the State of Maharashtra and in the memorandum of association it was stated that the registered office of the company would be situated in that State.

Subsequently it was found that the location of the main manufacturing unit in the State of Gujarat would be more advantageous to the company. At present, all the factories of the company are located in the State of Gujarat. For better management and control, the Head Office of the company has already been shifted to Ahmedabad.

No useful purpose would be served by continuing to keep the company’s registered office in the State of Maharashtra. Moreover, 90% of the members of the company have their registered addresses in the State of Gujarat. The directors, therefore, consider that the memorandum of association of the company should be altered so as to change the place of its registered office from its present situation at…………………………… in the State of Maharashtra to ……………………………,a place situated in the State of Gujarat.

After the proposal is approved by the shareholders, a petition is required to be made, under Section 13(4) of the Companies Act, 2013, to the Regional Director for confirmation of the alteration to the memorandum of association of the company so as to shift the company’s registered office from the State of Maharashtra to the State of Gujarat.

It is also proposed to authorize Mr. ………… Company Secretary of the company to sign and file the petition and appear before the Regional Director in connection with the petition. An enabling clause has also been provided authorizing the Company Secretary to appoint any other authorized representative, as he considers necessary in connection with the petition.

The Board recommends the resolution to the members for their consideration and approval. None of the directors of the company is concerned or interested in the proposed resolution.

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