Why Change Your Registered Office Address?

A registered office address serves as the official location where all government and legal correspondence is sent. Reasons to change your registered office address may include:

• Relocation to a new city or state.
• Expansion of your business operations.
• Changes in ownership or business restructuring.

Failing to update your registered office address can lead to penalties and missed communications. Therefore, timely updates are critical.

Steps to Change Your Registered Office Address

Follow these detailed steps to change your registered office address effectively:

1. Notify the Registrar of Companies (ROC)

• Prepare Documentation: Draft a board resolution for change of regsitered office approving the change office address.
• Form Submission: Submit Form INC-22 to the ROC, specifying the new address.
• Fee Payment: Pay the applicable filing fees based on the company’s share capital.

2. Update Official Business Records

• Tax Authorities: Notify the Income Tax Department and GST authorities about the change office address.
• Banks and Financial Institutions: Update your bank details to avoid transaction discrepancies.
• Vendors and Clients: Communicate the new address to ensure smooth operations.

3. Amend Other Licenses and Registrations

• Update the change office address on business licenses, trade licenses, and any other required permits.

4. Notify Stakeholders

• Publish Public Notice: In some cases, it may be required to publish a notice in newspapers to inform stakeholders of the change address change.
• Employee Communication: Keep your employees informed about the changes and their implications.

The services provided by K M Gatecha & Co LLP for change registered office of company :

• Guidance on the pre and post process of change office address,
• Collection of documents,
• Filling of forms,
• Filing the forms and registering the request with the respective Registrar of Companies,
• Following up with status of application.

Different classifications under change office address:

• Within the same city,
• Outside the city but under the same ROC,
• Outside the city but under different ROC,
• To another state.

Compliances related to change office address

Before Change office Address:

• Additional Compliances for change of registered office:
  • For within same city or change registered office within local limits:
    • The company needs to file Form INC-22 with the ROC within 15 days of passing the Board Resolution for change of registered office address.
  • Outside city but same ROC:
    • Form INC-22 and MGT-14 must be filed within 30days of passing of Special Resolution.
  • Outside city and different ROC:
    • Form INC-23 must be filed to the Regional Director for approval,
    • Form MGT-14 is to be filed within 30 days of Special Resolution,
    • Notice of change office address needs to be published, one month before filing of application, in a daily English newspaper and principal language newspaper,
    • Individual notice is to be served to each depositor, debenture holder and creditor one month before filing,
    • Confirmation Notice is to be acquired from Regional Director and the same must be filed with the ROC in Form INC-22 within 60 days from receipt of confirmation.
  • Other State
    • All requirements from above,
    • Approval given by Central Government is to be filed in Form INC-28 with ROCs of both states (old and new registered office).

Compliance after change registered office address

• Issuance of general notice in form of advertisement in newspaper to inform all members and stakeholder about the change of address,
• Printing of new MOA,
• Changing the office address outside all premises of business,
• Change of address in all printed stationary (letterheads, invoices etc.),
• Update business address with all banks and financial institutions related to the company,
• Update business address in TAN and PAN,
• Update the address in all utility service providers to the company

Basic documents Required (for change of office within same city):

• NOC from property owner, if office is on leased or rented land,
• Rent/lease agreement,
• Proof of address (any utility bills not older than 2 months.

Additional Documents:

• For outside city but under same ROC:
  • Copy of the special resolution.
• For outside city but different ROC (to be filed with Form INC-23:
  • Board resolution for change of registered office,
  • Declaration by any two directors or key managerial personnel authorized by the Board, stating that the company has not defaulted in paying its dues to its workers and has obtained creditors’ consent for shifting the office,
  • Acknowledge copy of intimation made to the Chief Secretary of the state.
• How to change registered office from one state to another :
  • Copy of MOA with proposed alterations,
  • Copy of minutes of meeting of EGM,
  • List of all debenture holder and creditors with statement of balance,
  • Declaration signed by at least 2 directors and the Company secretary, stating that list of creditors given is complete,
  • Declaration that no employee will be retrenched.

Checklist for Changing Your Registered Office Address

Here’s a quick checklist to ensure a smooth transition:
☑ Draft a board resolution for change of registered office.
☑ File Form INC-22 with ROC.
☑ Notify tax and financial authorities.
☑ Update address in business licenses.
☑ Communicate changes to stakeholders.