Change in Registered office address

A private limited company is a type of business entity that has a minimum of two and a maximum of 200 shareholders and restricts the transfer of its shares. A private limited company has to register its registered office with the Registrar of Companies (ROC) and the Ministry of Corporate Affairs (MCA) within 30 days of its incorporation. The registered office is the official address of the company where it receives all the communications and notices from the authorities and the public. The registered office also determines the jurisdiction of the ROC and the state government for the company.

A private limited company may need to change its registered office for various reasons, such as expansion, relocation, convenience, or compliance. However, the change in registered office has to be done in accordance with the provisions of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014. The procedure and requirements for changing the registered office depend on the nature and extent of the change. There are three types of change in registered office for a private limited company in India:

• Change in registered office within the same city, town, or village
• Change in registered office outside the city, town, or village, but within the same state and under the same ROC
• Change in registered office from one state to another state or from one ROC to another ROC within the same state
• Change in registered office within the same city, town, or village

The process to change the registered office within the same city, town, or village is the simplest one. A company has to follow these steps:

• Hold a board meeting and pass a board resolution to change the registered office.
• File Form INC-22 with the ROC within 15 days of passing the board resolution. The form has to be accompanied by the following documents:
  • A copy of the board resolution
  • A proof of the new registered office address, such as rent agreement, lease deed, utility bill, etc.
  • A no-objection certificate (NOC) from the owner of the new registered office premises, if applicable
• Update and maintain the statutory records and registers of the company, such as the register of directors, the register of members, the register of charges, etc.
• Inform and communicate the change in registered office to the relevant authorities and parties, such as the income tax department, the GST department, the banks, the auditors, the clients, the vendors, etc.

Change in registered office outside the city, town, or village, but within the same state and under the same ROC.

The process to change the registered office outside the city, town, or village, but within the same state and under the same ROC is slightly more complex. A company has to follow these steps:

• Hold a board meeting and pass a board resolution to change the registered office and to call an extraordinary general meeting (EGM) of the shareholders for the same.
• Issue a notice of the EGM to the shareholders, directors, auditors, and other stakeholders, along with the explanatory statement and the draft special resolution for the change in registered office.
• Hold the EGM and pass the special resolution for the change in registered office by the shareholders.
• File Form MGT-14 with the ROC within 30 days of passing the special resolution. The form has to be accompanied by the following documents:
  • A copy of the special resolution
  • A copy of the notice of the EGM and the explanatory statement
  • A copy of the attendance sheet and the minutes of the EGM
• File Form INC-22 with the ROC within 15 days of passing the special resolution. The form has to be accompanied by the following documents:
  • A copy of the special resolution
  • A proof of the new registered office address, such as rent agreement, lease deed, utility bill, etc.
  • A no-objection certificate (NOC) from the owner of the new registered office premises, if applicable
• Update and maintain the statutory records and registers of the company, such as the register of directors, the register of members, the register of charges, etc.
• Inform and communicate the change in registered office to the relevant authorities and parties, such as the income tax department, the GST department, the banks, the auditors, the clients, the vendors, etc.

Change in registered office from one state to another state or from one ROC to another ROC within the same state

The process to change the registered office from one state to another state or from one ROC to another ROC within the same state is the most complex and time-consuming one. A company has to follow these steps:

• Hold a board meeting and pass a board resolution to change the registered office and to call an EGM (Emergency General Meeting) of the company and to alter the memorandum of association (MOA) and the articles of association (AOA) of the company for the same.
• Issue a notice of the EGM to the shareholders, directors, auditors, and other stakeholders, along with the explanatory statement and the draft special resolution for the change in registered office and the alteration of the MOA and the AOA.
• Hold the EGM and pass the special resolution for the change in registered office and the alteration of the MOA and the AOA by the shareholders.
• File Form MGT-14 with the ROC of the existing state within 30 days of passing the special resolution. The form has to be accompanied by the following documents:
  • A copy of the special resolution
  • A copy of the notice of the EGM and the explanatory statement
  • A copy of the attendance sheet and the minutes of the EGM
  • A copy of the altered MOA and AOA
• File Form INC-23 with the ROC of the existing state within 30 days of passing the special resolution. The form has to be accompanied by the following documents:
  • A copy of the special resolution
  • A copy of the notice of the EGM and the explanatory statement
  • A copy of the altered MOA and AOA
  • A proof of the new registered office address, such as rent agreement, lease deed, utility bill, etc.
  • A no-objection certificate (NOC) from the owner of the new registered office premises, if applicable
  • A list of creditors and debenture holders of the company, along with their consent or objection, if any
• Obtain the approval of the ROC of the existing state and the confirmation order for the change in registered office.
• File Form INC-28 with the ROC of the existing state within 30 days of receiving the confirmation order. The form has to be accompanied by the following document:
  • A copy of the confirmation order
• File Form INC-22 with the ROC of the new state within 30 days of receiving the confirmation order. The form has to be accompanied by the following documents:
  • A copy of the confirmation order
  • A proof of the new registered office address, such as rent agreement, lease deed, utility bill, etc.
  • A no-objection certificate (NOC) from the owner of the new registered office premises, if applicable
• Obtain the certificate of registration from the ROC of the new state and the new corporate identity number (CIN) of the company.
• Update and maintain the statutory records and registers of the company, such as the register of directors, the register of members, the register of charges, etc.
• Inform and communicate the change in registered office to the relevant authorities and parties, such as the income tax department, the GST department, the banks, the auditors, the clients, the vendors, etc.

Why Choose Bass Biz?

Change in registered office of a private limited company in India is a complicated and lengthy process that requires a lot of expertise and attention to detail. Any mistake or delay in changing the registered office can result in penalties, fines, or even cancellation of registration. Therefore, it is advisable to outsource your change in registered office to a professional and reliable service provider like Bass Biz.

Bass Biz is a leading business consulting firm that offers a comprehensive range of services for change in registered office of a private limited company in India. We have a team of qualified and experienced chartered accountants, company secretaries, lawyers, and consultants who can handle all your change in registered office needs with ease and efficiency. We can help you with:

• Obtaining the consent and approval of the existing and incoming directors, partners, managing director, manager, or secretary, as applicable.
• Passing the necessary resolutions by the board of directors or the partners, as applicable, to authorize and approve the change in registered office.
• Filing the required forms and documents with the ROC and the MCA within the prescribed time limit and paying the applicable fees and charges.
• Obtaining the approval and confirmation order from the ROC and the MCA for the change in registered office.
• Obtaining the certificate of registration and the new CIN from the ROC and the MCA for the change in registered office.
• Updating and maintaining the statutory records and registers of the company, such as the register of directors, the register of members, the register of charges, etc.
• Informing and communicating the change in registered office to the relevant authorities and parties, such as the income tax department, the GST department, the banks, the auditors, the clients, the vendors, etc.

Bass Biz is your one-stop solution for all your change in registered office of a private limited company in India. We offer quality services at affordable prices and ensure timely and hassle-free compliance. Contact us today and let us take care of your change in registered office worries.