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How to Change Your Company’s Registered Office in India

A registered office (RO) is the official address of the company recorded with the Registrar of Companies (RoC), India, where all government or legal communications are sent.
The Companies Act, 2013, requires companies to paint or affix its name, as well as the address of its RO outside its every office, or division where the business is carried out.
India’s Companies Amendment Act of 2017 mandates businesses to have an official RO from the date of commencement of operations or within 30 days of its incorporation, whichever is earlier. As per the law, each company can have multiple trading addresses where it conducts its business, but only one RO.
At times, a company may decide to change its RO from one state to another state in India, to seek more growth in terms of resources, public demand, government policies, or better management.
By law, the procedures and formalities for relocating the RO vary depending on whether the company is shifting its address within the same city; from one city to another within the same state; or moving from one state to another state.

Our Company Registration package includes the following:

  • DSC for one director and DIN for up to three directors
  • Drafting of MoA & AoA
  • Registration fees and stamp duty
  • Company Incorporation Certificate
Change of registered office from one state to another state

Section 12 and 13 of the Companies Act, 2013 and Companies (Incorporation) Rules, 2014 provide laws and procedure related to incorporating and shifting a registered office of the company in India. This is the procedure for shifting the RO from one state to another state:

  • Step 1

    Prepare draft memorandum and articles of association of the company.

  • Step 2

    Hold a board meeting with directors, following the standards prescribed by ICSI in SS-1 for board meetings, and get the notice calling for Extraordinary General Meeting (EGM) signed by the directors.

  • Step 3

    Convene an EGM of shareholders and pass the special resolution by the members for a change of the company in Memorandum of Association (MoA). The special resolution means a decision taken by more than 75 percent voting rights.

  • Step 4

    File the certified copy of the resolution in form MGT-14 with the prescribed fee within 30 days of the passing of the resolution, to the RoC.

  • Step 5

    File application in form INC 23 seeking approval for alteration of MoA with regards to the relocation, with the federal government along with the following documents:
    A copy of the amended MoA and Article of Association (AoA) of the company;
    A copy of minutes of general meeting recording votes;
    A special resolution passed by the members for alteration of MoA and AoA;
    Copy of power of attorney or board resolution;
    List of creditors and debenture holders of the company who are entitled to object to the application, along with their address, nature of debt, and the amount due;
    Copy of authority letter, the board of resolution for the person who will appear in the hearings, if any; and
    An affidavit from the directors that no employee shall be retrenched as a consequence of shifting of RO.
    The application must be sent to the chief secretary and registrar of the state where the RO of the company situates.

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