A company incorporated in India must have a registered office, which serves as its official address. This is where the company receives official communications from the Registrar of Companies. If a company needs to relocate its principal place of business within or outside its state, it must notify the Registrar.
A company must notify the Ministry of Corporate Affairs within 30 days of changing its registered office. If the relocation is within the same state, a special resolution is required. However, if the move is to a different state, the company must advertise in a newspaper, notify the state government, and obtain a No Objection Certificate (NOC).
To change a registered office within the same city, a company must:
Hold a Board Meeting: Conduct a board meeting to pass a resolution approving the change.
File Form INC-22: Submit Form INC-22 to the Ministry of Corporate Affairs (MCA) within 30 days of the board resolution.
To change a registered office to a different city within the same state, a company must:
Hold a Board Meeting: Conduct a board meeting to pass a special resolution approving the change.
File Form INC-22: Submit Form INC-22 to the MCA.
File Form MGT-14: Submit Form MGT-14 to the MCA.
To change a registered office to a different jurisdiction within the same state, a company must:
File Form INC-23: Submit Form INC-23 to the Regional Director (RD) along with a special resolution.
Obtain RD Approval: The RD will review the application and approve the change.
Notify the ROC: Within 60 days of RD approval, the company must notify the ROC of the change.
ROC Confirmation: The ROC will confirm the change of address within 30 days of receiving the notification.
To change a registered office to a different jurisdiction within the same state, a company must:
File Form INC-23: Submit Form INC-23 to the Regional Director (RD) along with a special resolution.
Obtain RD Approval: The RD will review the application and approve the change.
Notify the ROC: Within 60 days of RD approval, the company must notify the ROC of the change.
ROC Confirmation: The ROC will confirm the change of address within 30 days of receiving the notification.
To relocate a registered office to another state, a company must:
Pass a Special Resolution: Adopt a special resolution in Form MGT-14 and file it with the MCA within 30 days.
Amend MOA and AOA: Modify the company's Memorandum of Association (MOA) and Articles of Association (AOA) to reflect the new address.
Publish a Notice: Advertise the change in a vernacular and an English newspaper at least 30 days before applying to the Regional Director (RD).
File Application with RD: Submit an application to the RD for approval.
File Confirmation with ROC: Within 30 days of receiving the RD's approval, file Form INC-22 with both ROCs, attaching the necessary documents.