Change in Registered Office: Different Procedures Under the Companies Act

Shifting a registered office sounds administrative, but the law sets four different approval chains depending on how far you move. Choosing the wrong one invalidates the change and exposes the company to a penalty of ₹1,000 a day, up to ₹1 lakh (s. 12(8)).

The four scenarios

Scenario 1: same city

A board resolution is enough. The company gives notice of the change, verified as prescribed, to the Registrar in Form INC-22 within 15 days of the change (s. 12(4)). Some commentary says 30 days, but the Act’s text says 15 days.

Scenario 2: outside local limits, same ROC

A special resolution is required under s. 12(5), filed in MGT-14 within 30 days. Companies with more than 200 members must pass the resolution by postal ballot (s. 110 read with Rule 22). Then file INC-22 within 15 days of the change.

Scenario 3: another ROC jurisdiction in the same state

The proviso to s. 12(5) bars the move unless the Regional Director confirms it, on an application in INC-23. After the special resolution and MGT-14:

• The Regional Director communicates the decision within 30 days of receiving the application (s. 12(6)).
• The company files the confirmation with the Registrar within 60 days.
• The Registrar registers it and certifies within 30 days.
• The change takes effect from the date of the certificate (s. 12(7)), which is conclusive evidence of compliance.

Scenario 4: to another state

This also alters the place clause of the memorandum (s. 13). A special resolution is needed, and the alteration has no effect until the Central Government approves it, through the Regional Director, on INC-23. The commentary sets out these further steps:

• Notice to creditors and debenture holders.
• A newspaper advertisement in English and the local language.
• After the order, INC-28 filed with the Registrars of both states, and the amended memorandum filed.

Expect this route to take longer than the others, commonly 45 to 90 working days.

What goes in INC-22

• Proof of the new address, such as a recent utility bill, and ownership or rent documents.
• A no-objection certificate from the owner if the premises are rented or shared.
• The board or special resolution, as applicable.

After the move

1. Display the name and address outside every office (s. 12(3)).
2. Update the PAN, TAN, GST registration, bank, Udyam, IEC and licences.
3. Update letterheads, the website and statutory registers.
4. Tell customers, vendors and creditors.

LLPs follow separate rules, with their own form for a change of registered office, so don’t apply this article to an LLP.