Registered Office Change: Process, Documents & Compliance

Every company is required to have a registered office where all necessary government communications and notices can be received. If you need to have a company address change or a Name change, then you are required to register your registered office with the Registrar of companies as per statutory requirement.

Procedure involves the nature and distance of the move. Registered office change within same city may not involve much work from a legal compliance perspective but moving the office from one ROC jurisdiction or state to another entails a lot more intensive paperwork and approvals from relevant authorities.

A registered office change refers to the process of formally changing the address registered with MCA as the official Company registered office. It differs from simply changing company correspondence addresses.

When the new address takes effect, you are also required to change the registered office on the relevant statutory and commercial records, including GST, bank records, licenses, invoices, contracts and all other main and subsidiary registrations of the Company.

The company address update may be required in such circumstances as the expiry of the lease, expansion of your business, change of location, and requirement to operate in a different way.

A valid registered office allows one to receive government notices, MCA letters, and other documents of an official character without delay.

The most popular reasons for the change of registered office include:

• Moving to a new location

• Expiration or termination of the previous lease

• Business growth

• Change of operational needs

• Consolidation of the offices

• Moving closer to clients or managers

• Registered office change from one state to another

Maintaining up-to-date details on our Registered Office ensures that your change registered office address records are always accurate at the Registrar of Companies (MCA) and you don’t miss out on important legal communication from time-to-time.

For private limited company address change you need to keep your documents updated according to the registered premises.

Benefits you can get are:

• MCA records will be more accurate for a change registered address of company.

• The proper receipt of statutory notices.

• Effective compliance management.

• Consistency in your business registrations.

• Reducing the chances of address-related discrepancies.

Before starting the process of changing, please verify the premise for which you want to apply and make sure that you hold valid proofs of ownership/lease/occupancy as needed.

Ensure that there are no pending compliance cases on the part of the Private Limited Company that can interfere with the proposal of making this filing. For some changes, extra statements, resolutions, and approvals would be necessary.

The Ministry of Corporate Affairs (MCA) administers the Companies Act, 2013 while the Registrar of Companies keeps the record of a company’s statutory matters.

Under section 12 you have to give notice regarding the change in the situation of your registered office to the ROC within 30 days from the date of change. If there are shifts between various jurisdictions of ROCs within one state then also need for Regional Director Confirmation is required.

There are certain documents that one might have to prepare based on the kind of address change taking place.

These include:

• Board resolution: special resolution if necessary

• Proof of ownership/lease

• Rent/lease agreement if necessary

• Utility bill for premises

• NOC from owner if necessary

• Altered constitutional document(s) if necessary

• Minutes of Meetings (if necessary)

• INC 22 & other applicable forms under MCA

• If there’s any form requiring approval such as INC 23 & associated docs etc.

MCA rules specify that when shifting state, some more documents will be needed such as pertinent memorandum alteration & meeting minutes.

There are several steps that you need to follow to bring a successful private limited company address change. The steps are given below:

Step 1: Verify the New Address

You need to identify & confirm the location of a specific building. Gather legal documents to show the change.

Step 2: Hold a Board Meeting

Directors’ agreement for change in the location, directors may allow such change by accepting submission as required and appointing legal agents.

Step 3: Obtain Shareholder Approval

Owners of the company have voted on passage of a special resolution on account of relocation’s distance.

Step 4: File the Applicable MCA Forms

The company then submits the required documents to the Registrar of Companies. INC-22 is the specific form where you notify the Registrar of Companies about your office’s location.

Step 5: Obtain Additional Approval Where Required

Permission for such a move requires an additional approval by the Regional Director. This covers transfers even within a State as well as those spanning State boundaries where the Registrar of Companies will differ.

Step 6: Update Corporate Records

Once the authority gives permission, they write down the new address into their legal logs and business documents.

Within the Same City

If the new place of business lies within the same city and ROC jurisdiction, changing a registered office is usually less complicated. However, valid address proof is still required, and it is necessary to comply with any relevant corporation/company filing requirements. It is important to remember that changing locations within the same city does not mean that the legal filing is not needed.

Transferring from One State to Another

Changing the registered office change from one state to another entails additional legal procedures, as the memorandum of the company needs to change in regard to the new state of location. This process can include seeking approval from shareholders, applying to the regional director, filing the approval with the ROC, and further updating the company registers.

The time of approval depends on the type of shift you want, document preparedness, ROC jurisdiction and regional director’s approval.

The cost of company address change depends on applicable MCA fees, Stamp Duty, Professional assistance. The government fees varies according to the charges imposed by the

In case of straight forward updating an address, upon filing at MCA we get a record for a new registered office address. Whereas where regional director’s confirmation is required you receive the respective approval order that has to be filed with ROC as per the prescribed period.

So keep all the approved forms, challans, resolutions and supporting docs on hand with your corporate records.

No specific time has been specified regarding when you need to register your changes. However, the new address will remain as such until you choose to change it again through legal procedures.

So make sure to have all documents updated with appropriate proofs. Also, keep an eye on whether the premises are fulfilling relevant conditions. If you want to shift once more, you might need to go through another filing process.

After you change the address, make sure to update it wherever your company details appear. This may include:

• MCA records.

• GST registration.

• Income tax records.

• Bank accounts.

• Business licenses.

• Invoices & Purchase orders.

• Contracts & Agreements.

• Website & Letter heads.

• Statutory registers.

It’s important to ensure that these are kept consistent to avoid discrepancies while undergoing an audit, inspection or communication with various regulators.

It is possible for a registered office to be changed according to the requirements of the business. The new location needs to be confirmed with the help of the code of conduct.

Approval requirements may vary depending on whether it is moving within the same area, changing ROC jurisdiction or moving to another state.

You do not need any renewal just for keeping a registered office address as it stays valid as long as properly documented, although each agreement and application that refers to the premises may be valid only for a specific period of time.

There is no fee for the renewal that you need to pay for maintaining the registered office. If you change it again then there can be government or professional fees that you need to pay.

The penalty for non-compliance with Section 12 is a sum of INR 1,000 for every day of default with a maximum of INR 1 lakh for the company and every person in default.

Therefore it is advisable to file the notice at the appropriate time rather than leaving it as a casual reminder of address change.

The rejection of your application could be due to the following:

• Incorrect address

• Invalid electricity bill

• No NOC

• Incomplete rental documents

• Discrepancy in company records

• Mistake in MCA form

• Missing resolutions

• Incomplete documents needed

• Pending filings

• Wrong jurisdiction details

It is important that you check the MCA master data of the company and the relevant address documents before applying.

We provide complete assistance to companies who would like to change the registered office in their State (Delhi, Maharashtra, Karnataka, Gujarat, Tamil Nadu, Telangana, Uttar Pradesh, Haryana, Rajasthan, Punjab, West Bengal, and other States)

In case of inter-State transfers, we also check any special approvals or requirements for documentation for the location.

We provide services to all kinds of businesses including:

• Manufacturing,

• IT and Software,

• Health care,

• Education,

• E-commerce,

• Trading,

• Logistics,

• Real estate,

• Consulting

• Professional services.

Some sectors require separate change of address after MCA registration is completed.

The team of Companyregister.co.in offers thorough help in registered office change. They will take care of all tasks from the verification of documents and resolutions to the filings in MCA.

We offer you support in the changing of your office according to the location of the new premises and type of activity. Furthermore, we help companies in complying with the Registered Office requirements and updates.