Why Would You Need to Change Your Company’s Address?

The registered office of a company is much more than just a physical location—it’s the official address where all communications and legal notices are sent. Over time, businesses may need to shift their operations for reasons like growth, changing business strategies, or even tax optimization. However, this change is not as simple as picking a new place and moving in. The Companies Act lays out a clear procedure for changing the registered office, and compliance with these requirements is crucial to avoid penalties.

Types of Address Changes and the Procedures to Follow

The process for changing your company’s registered address largely depends on where you are relocating your office. Let’s break down the different scenarios and what you need to do for each.
 

Case I: Shifting Within the Same City, Town, or Village

This is the simplest form of address change. You’re relocating within the local limits of your existing jurisdiction.

Steps to Follow:

1. Board Meeting: Convene a meeting of the Board of Directors to pass a resolution approving the shift of the registered office.

2. Filing with ROC: Submit Form INC-22 with the Registrar of Companies (ROC) within 15 days of the board meeting. This form should include:

   • Certified copy of the board resolution.

   • Proof of the new registered office address (such as a rental agreement or property ownership proof).

   • A recent utility bill (not older than two months) showing the new address.

   • Proof of authorization if the premises aren’t owned by the company.

3. Update Company Materials: After ROC approval, update all company materials, such as letterheads, business cards, signage, and official records, with the new address.
    

Case II: Shifting to a Different City within the Same State

When you move your company’s registered office to another city within the same state, the process becomes a bit more involved.

Steps to Follow:

1. Board Meeting: Hold a board meeting to approve the move and authorize the necessary actions.

2. General Meeting Notice: Notify shareholders, directors, and auditors of the upcoming general meeting.

3. General Meeting: The shareholders will need to pass a special resolution approving the move.

4. Filing Resolutions: File Form MGT-14 with the ROC within 30 days of passing the special resolution.

5. Filing with ROC: Submit Form INC-22 within 15 days of the general meeting to update the address.

6. Update Company Materials: Once approved by the ROC, make sure to update all company materials with the new address.
    

Case III: Shifting Within the Same State but to a Different ROC Jurisdiction

Moving within the same state but under a different ROC jurisdiction requires additional paperwork and approvals.

Steps to Follow:

1. Board Meeting: Convene a board meeting to approve the move and related actions.

2. General Meeting Notice: Notify stakeholders of the general meeting.

3. General Meeting: Pass a special resolution to approve the shift.

4. Filing Resolutions: File Form MGT-14 with the ROC within 30 days.

5. Application to Regional Director (RD): Submit Form INC-23 to the RD for approval. Include the required documents and declarations.

6. RD Approval: The RD will issue an order within 15 days if the application is complete.

7. Filing RD Order: After receiving the RD’s order, submit Form INC-28 with the ROC within 30 days.

8. Filing with ROC: Submit Form INC-22 within 30 days of the RD's order to finalize the address change.

9. Update Company Materials: Update company materials once all approvals are received.
    

Case IV: Shifting to a Different State

This is the most complex scenario, as it involves a relocation that requires altering the Memorandum of Association (MOA) and gaining approvals from both creditors and the Regional Director.

Steps to Follow:

1. Board Meeting: Convene a board meeting to approve the shift and alter the MOA.

2. General Meeting Notice: Notify all stakeholders of the general meeting to discuss the shift.

3. General Meeting: The shareholders will need to pass a special resolution to approve the move and alteration of the MOA.

4. Creditor and Debenture Holder Lists: Prepare a list of creditors and debenture holders, and obtain their consent or make provisions for any outstanding dues.

5. Notices to Creditors and Debenture Holders: Send individual notices seeking no-objection certificates from creditors and debenture holders.

6. Newspaper Advertisement: Publish notices in both English and vernacular newspapers at least 14 days before the hearing.

7. Regulatory Notices: Inform the ROC and other relevant regulatory bodies of the intended move.

8. Application to Regional Director: Submit Form INC-23 with the necessary documentation to the RD.

9. RD Approval: The RD will consider any objections before issuing an order.

10. Filing RD Order: Submit Form INC-28 to the ROC within 30 days of receiving the RD’s order.

11. Filing with ROC: Submit Form INC-22 within 30 days to complete the process.

12. Update Company Materials: After receiving approvals, update your company's letterhead, business cards, and other records.