How to Change the Registered Office Address of Your Company

How to Change the Registered Office Address of Your Company

The registered office is the main address of a company where all official letters & legal notices are sent. It is important to keep this address updated under the Companies Act 2013. The process of change of registered office must follow legal steps carefully to avoid penalties.

Today, in this article, we will look at the complete procedure for changing your registered office address on FileSure.

Types of Registered Office Change

The Companies Act 2013 allows four types of office address changes depending on where the company moves:

Type

Explanation

Within city limits

The office moves within the same local area or city.

Within same ROC jurisdiction

The office shifts from one city to another under the same Registrar of Companies.

From one ROC to another in same state

The office changes between two ROC regions in the same state.

From one state to another

The office moves to a different state, needing Regional Director approval.

The company must identify the correct type before starting the process.

Change of Registered Office Procedure

The change of registered office procedure depends on the type of move. We must follow the right steps carefully for each case.

a) Within the same city or town

The company must pass a Board Resolution to approve the new address. The Form INC-22 must be filed with the ROC within 30 days from the date of change.

b) Within the same state but different city

The company must pass both a Board Resolution & a Special Resolution in the general meeting. It must then file Form MGT-14 for the special resolution & Form INC-22 for the new address.

c) From one state to another

The company must get approval from the Regional Director (RD). The Memorandum of Association (MOA) must be altered. The company must file Form MGT-14, Form INC-23, & Form INC-28 after approval.

These steps ensure that the company follows proper compliance while shifting its main office.

Board Resolution for Change of Registered Office

The Board Resolution for change of registered office plays an important role in starting the process.
We must include these main points in the resolution:

  • Approval to shift the registered office.

  • Authorization to any director or company secretary to file forms.

  • Confirmation of the new address.

These details make the change valid & official.

Documents Required for Change of Registered Office

These are the documents required for change of registered office that must be attached while filing Form INC-22:

Document Type

Purpose

Proof of new address (rent agreement or ownership proof)

Confirms the company’s new office location.

Utility bill copy (electricity, water, gas)

Shows active proof of premises, not older than 2 months.

NOC from owner

Shows permission from the property owner.

Copy of Board Resolution

Confirms company approval for the address change.

The company must make sure all these documents are clear & valid.

Role of ROC & Regional Director

The Registrar of Companies (ROC) checks the forms & documents submitted. The Regional Director (RD) plays a key role when the office shifts from one state to another. These authorities ensure that every registered office verification process is legal & transparent.

Timeline for Change of Registered Office

The timeline for each type of address change is given below:

Step

Timeline

Filing Form INC-22

Within 30 days of address change

Filing MGT-14 (if required)

Within 30 days of special resolution

Approval from Regional Director

Usually within 60 days

Final ROC update

Within 30 days after approval

These time limits must be followed to avoid penalties.

Penalty for Not Updating Registered Office

The Companies Act 2013 imposes strict penalties if a company fails to update its registered office.
 The company & its officers may face fines up to ₹1,000 per day of default.
 These penalties can be avoided by filing Form INC-22 on time.

Notice to Shareholders for Address Change

The company must send a notice to shareholders before passing a special resolution.
 The notice should mention the reason, new address & meeting details.
 This keeps all members informed & ensures transparency.

Steps to Update Registered Office in Company Records

The company must also update the new address in all its records & documents:

  • Letterheads & invoices.

  • GST & PAN records.

  • Bank account details.

  • Website & communication materials.

These updates help maintain correct information across departments.


Summary Table

Step

Action Required

Form

Timeline

Board Resolution

Approve address change

—

Immediate

File INC-22

Submit new address to ROC

INC-22

Within 30 days

File MGT-14

File special resolution (if needed)

MGT-14

Within 30 days

Apply to Regional Director

For inter-state change

INC-23

Before ROC update

Update Records

Change in all company materials

—

After approval

Conclusion

The change of registered office under Companies Act 2013 must be done carefully to stay compliant. The process includes filing Form INC-22, passing a Board Resolution, updating records & getting ROC or RD approval. The company must keep all documents for verification ready & follow the timeline to avoid any penalty.

The smooth completion of these steps helps maintain good standing & builds trust with stakeholders.

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