Company's Registered Office Address Change

A company's registered office is its official address for receiving communications and notices. As a business grows or changes its operations, it may need to shift its registered office to a new location.

Changing a company's registered office is a formal corporate compliance process. The requirements can vary depending on whether the new address is within the same local limits, outside those local limits, within the same Registrar's jurisdiction or involves a change from one Registrar's jurisdiction to another.

Investax India provides end-to-end assistance for changing a company's registered office address, including documentation, corporate approvals, MCA filing, ROC compliance and post-change record updates.

What Is a Registered Office?

The registered office is the official address of a company registered with the Ministry of Corporate Affairs.

Under Section 12 of the Companies Act, 2013, a company is required to have a registered office capable of receiving and acknowledging communications and notices addressed to the company.

The registered office address is recorded with the Registrar of Companies and is reflected in the company's MCA records.

Why Change the Registered Office Address?

A company may shift its registered office for several business or operational reasons.

• Moving to a larger office
• Relocating business operations
• Changing the company's business premises
• Moving to a more suitable commercial location
• Closing the existing office
• Changing from a rented office to another premises
• Moving to a new city
• Moving to another state
• Consolidating offices
• Changing the registered office to the principal place of business

Types of Registered Office Address Changes

The procedure for changing a registered office depends on the nature and location of the proposed new address.

1. Change Within the Same Local Limits

A company may shift its registered office within the same city, town or village. The applicable Board and filing requirements should be followed and the change should be reported to the Registrar in the prescribed manner.

2. Change Outside the Local Limits of the Same City, Town or Village

Where the registered office is moved outside the local limits of the existing city, town or village, additional corporate approval requirements may apply, including the applicable special resolution process.

3. Change From One City or Town to Another Within the Same ROC Jurisdiction

Where the registered office is moved to another city, town or village but remains within the same Registrar's jurisdiction, the applicable provisions relating to local limits, member approval and ROC filing should be followed.

4. Change From One ROC Jurisdiction to Another Within the Same State

Moving a registered office from the jurisdiction of one Registrar of Companies to another Registrar within the same State involves an additional approval process.

Section 12 provides that such a change requires confirmation by the Regional Director on an application made by the company in the prescribed manner.

5. Change From One State to Another

Moving the registered office from one State to another involves a more extensive statutory process because the change affects the State jurisdiction of the company.

Such a change may require alteration of the Memorandum of Association and approval through the applicable statutory process before the new registered office can be formally recorded.

Form INC-22 for Registered Office Change

Form INC-22 is the prescribed MCA form used for providing notice of the situation or change of address of a company's registered office.

The MCA's INC-22 instruction kit states that the form is filed pursuant to Section 12 of the Companies Act, 2013 and the applicable incorporation rules. It also provides the prescribed requirements for verification of the registered office and supporting documents. 

For a change of registered office, the company should ensure that the information filed with MCA corresponds with the actual premises and the company's supporting documents.

Documents Required for Registered Office Address Change

The exact documents depend on the nature of the address change and the company's circumstances. Common documents may include:

• Proof of the new registered office address
• Ownership document, where applicable
• Rent or lease agreement, where applicable
• Utility bill or other prescribed address proof
• Owner's consent/NOC, where applicable
• Board resolution
• Special resolution, where applicable
• Meeting notice and minutes, where applicable
• Regional Director approval/order, where applicable
• Updated corporate records
• Other documents prescribed for the applicable filing

The MCA's INC-22 instruction kit specifically provides for prescribed proof relating to the registered office premises and verification of the address.

Procedure for Changing Registered Office Within the Same City

Step 1 – Identify the New Address

The company identifies the premises that will become its new registered office and verifies that the premises can be used for the intended purpose.

Step 2 – Collect Address Documents

The company collects the applicable ownership, lease, rent, utility and consent documents required for verification of the new premises.

Step 3 – Board Approval

The Board considers and approves the proposed change in accordance with the company's Articles of Association and applicable law.

Step 4 – Complete Applicable Corporate Formalities

Where the nature of the change requires member approval or another corporate action, the applicable process is completed.

Step 5 – File INC-22

The company files the prescribed notice of change of registered office with the Registrar through Form INC-22 along with the required documents and fees.

Step 6 – Update Company Records

After the filing is completed, the company's statutory and business records should be updated with the new registered office address.

Registered Office Change to Another City

Moving the registered office to another city can involve additional requirements compared with a simple change within the same local limits.

The company should determine the relevant local limits and ROC jurisdiction before deciding which approval and filing procedure applies.

Investax India can review the existing and proposed addresses and identify the applicable compliance route.

Registered Office Change to Another ROC Jurisdiction

If the proposed registered office falls under the jurisdiction of a different Registrar within the same State, the company may need confirmation from the Regional Director under Section 12.

The applicable application, supporting documentation, notices and subsequent filings should be completed in the prescribed manner.

Registered Office Change From One State to Another

A change from one State to another is more extensive than an ordinary address update.

It may involve alteration of the Memorandum of Association, member approval and the applicable Regional Director/Central Government process, followed by filings with the relevant Registrars.

The company should plan the transition carefully because the legal registered office changes only after the applicable statutory process is completed.

Board Resolution for Registered Office Change

The Board generally considers the proposed registered office change and approves the necessary steps in accordance with the applicable legal requirements and the company's Articles of Association.

The resolution should accurately record the proposed address and authorise the appropriate person to complete the applicable MCA filings and related formalities.

Is Shareholder Approval Required?

Shareholder approval requirements depend on the nature and location of the proposed change.

Where the registered office is being shifted outside the local limits covered by the applicable provisions, a special resolution may be required.

The exact approval requirement should therefore be determined based on the existing and proposed addresses rather than applying one procedure to every address change.

Registered Office Address Proof

The company must be able to establish the situation of its registered office through the documents prescribed under the applicable rules.

Depending on the circumstances, this may include ownership documents, lease or rent documentation, utility bills and the required consent or authorisation from the premises owner.

Documents should be consistent with the address stated in the MCA filing.

Can a Rented Property Be Used as Registered Office?

A rented or leased premises may be used as a registered office subject to applicable requirements and availability of the necessary supporting documents and consent.

The company should maintain appropriate documentation establishing its right to use the premises and satisfying the applicable MCA verification requirements.

Can a Residential Address Be Used as Registered Office?

A residential premises may be used as a registered office in appropriate circumstances, subject to applicable legal, local and documentation requirements.

The company should ensure that the address can satisfy the statutory requirement of being capable of receiving and acknowledging communications and notices addressed to the company.

Registered Office vs Business Office

The registered office and the place from which a company conducts its day-to-day business do not always have to be the same premises.

However, the registered office is the official address recorded with MCA and must satisfy the statutory requirements applicable to registered offices.

Registered Office Change and GST

A change in the registered office may also require a review of the company's GST registration and principal/additional place of business details.

The company should determine whether an amendment to its GST registration is required based on the nature of the address change and the applicable GST provisions.

Registered Office Change and PAN/TAN

The company should review its PAN, TAN and other tax records following a registered office change and update the relevant information wherever required.

Registered Office Change and Bank Accounts

The company should inform its bank or financial institutions about the change and complete the applicable process for updating the registered address in banking records.

Registered Office Change and Business Documents

After changing the registered office, the company should review and update documents and systems that display the registered address.

• Invoices
• Letterheads
• Business cards
• Purchase orders
• Quotations
• Contracts
• Banking records
• GST records
• Income Tax records
• Company website
• Email signatures
• Licences and registrations
• Vendor and customer records

Display of Registered Office Address

Companies are required to comply with the applicable provisions concerning display and printing of the company's name and registered office address on business premises and official documents.

Following a registered office change, the company should therefore ensure that its physical and business documentation reflects the updated information as required.

Registered Office Change for Private Limited Company

Private Limited Companies frequently change their registered office as their operations expand, relocate or restructure.

The applicable procedure depends on the distance and jurisdiction of the proposed move. Investax India can assist with identifying the correct process and completing the relevant MCA formalities.

Registered Office Change for Public Limited Company

Public Limited Companies can also change their registered office subject to the applicable provisions, approvals and filing requirements.

Additional governance and disclosure considerations may apply depending on the circumstances of the company and the proposed relocation.

Registered Office Change for OPC

An OPC may also change its registered office address subject to the applicable provisions and MCA requirements.

The company's specific structure and proposed location should be reviewed before proceeding with the filing.

Common Mistakes in Registered Office Change

• Using an address without proper supporting documents
• Mismatch between the address proof and MCA filing
• Failing to determine the correct type of address change
• Missing applicable member approval requirements
• Filing INC-22 with incomplete documents
• Not completing Regional Director requirements where applicable
• Failing to update GST and tax records where required
• Not informing banks and important stakeholders
• Continuing to use the old address on official documents
• Failing to update statutory and internal company records

Post Registered Office Change Compliance Checklist

After the registered office has been changed, the company should review and update the following wherever applicable:

• MCA company master data
• Certificate of Incorporation or applicable updated records
• Memorandum of Association, where applicable
• GST registration
• PAN and TAN records
• Bank accounts
• Accounting and billing systems
• Invoices and letterheads
• Company website
• Business licences
• Contracts and agreements
• Vendor and customer records
• Statutory registers
• Official correspondence and stationery

Why Choose Investax India for Registered Office Address Change?

• Complete Process Assistance: Support from documentation through MCA filing.
• Address Change Assessment: Assistance in identifying the applicable compliance route.
• Documentation Support: Guidance regarding address proof, consent and corporate documents.
• MCA Filing Assistance: Support with Form INC-22 and other applicable filings.
• Corporate Compliance: Assistance with resolutions and statutory records.
• Post-Change Guidance: Support in identifying important records requiring updates.
• Business-Focused Approach: Practical assistance for startups, SMEs and established companies.

Who Can Use Our Registered Office Change Services?

• Private Limited Companies
• Public Limited Companies
• One Person Companies
• Section 8 Companies, subject to applicable requirements
• Startups
• Growing businesses
• Companies relocating offices
• Companies moving to another city
• Companies changing their State of registered office

Frequently Asked Questions

1. Can a company change its registered office address?

Yes. A company can change its registered office subject to the applicable provisions of the Companies Act, 2013 and MCA filing requirements.

2. Which form is used for registered office address change?

Form INC-22 is the prescribed MCA form for notice of the situation or change of address of the registered office.

3. How long do I have to file INC-22 after changing the registered office?

Section 12 currently provides that notice of a change in the situation of the registered office is to be given to the Registrar within 30 days of the change.

4. Is a Board resolution required for changing the registered office?

The applicable corporate approval depends on the nature of the address change. A Board resolution is generally part of the process, with additional member approval requirements applying in specified circumstances.

5. Is a special resolution required for registered office change?

A special resolution is required for certain shifts outside the applicable local limits under Section 12. The exact requirement depends on the existing and proposed locations.

6. Can I change the registered office within the same city?

Yes. A company can shift its registered office within the applicable local limits, subject to the prescribed corporate and MCA requirements.

7. Can the registered office be changed to another city?

Yes. However, the procedure depends on whether the new location remains within the same local and Registrar jurisdiction.

8. Can I change the registered office to another State?

Yes, but an inter-State registered office change involves additional statutory procedures and may require alteration of the Memorandum of Association and the applicable approvals.

9. Can a rented property be used as the registered office?

Yes, subject to applicable requirements and appropriate supporting documents establishing the company's right to use the premises.

10. Can a residential property be used as the registered office?

It may be possible, subject to applicable requirements and the ability to satisfy the statutory requirements relating to the registered office.

11. What documents are required for registered office change?

Documents can include ownership or lease documents, utility bills, owner consent/NOC where applicable, resolutions and other documents prescribed for the relevant MCA filing.

12. Does GST need to be updated after changing the registered office?

The company's GST registration should be reviewed and amended through the applicable process where the change affects the registered GST information.

13. Does the company need to inform the bank?

Yes. The company should update its registered address with its banks and other relevant financial institutions through their applicable procedures.

14. Does the CIN change when the registered office changes?

A registered office change does not automatically mean that a new CIN is issued. The company's MCA records and jurisdiction details should be reviewed following the change.

15. What happens if the company does not update its registered office with MCA?

Failure to comply with Section 12 can result in statutory consequences and penalties. The company should complete the prescribed filing within the applicable timeline. 

16. Does the registered office have to be the same as the business office?

Not necessarily. The registered office is the company's official statutory address, while business operations may be conducted from one or more other locations subject to applicable requirements.

17. Can Investax India handle the complete registered office change process?

Yes. Investax India can assist with the applicable documentation, corporate approvals, MCA filings and post-change compliance requirements.

Change Your Registered Office With the Right Compliance

Changing your company's registered office is an important corporate compliance activity. The procedure depends on the location of the new premises and the applicable ROC jurisdiction.

Investax India helps businesses manage the registered office address change process, including documentation, corporate approvals, Form INC-22 filing and related post-change compliance.

Move your office. Update your records. Keep your company compliant.