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Compliances for Change in Registered Office of a Company
Changing the registered office address of a company is a significant compliance requirement under the Companies Act, 2013. Since the registered office acts as the official communication address of a company, any change in it must be duly reported and filed with the Registrar of Companies (ROC) within prescribed timelines.
At Clarvex, we help businesses seamlessly manage the compliance process for changing their registered office address — ensuring smooth documentation, timely filings, and 100% legal adherence.
Mandatory Compliance for Change in Registered Office
Whenever a company changes its registered office, it must notify the ROC within 30 days of the change by filing the prescribed forms along with supporting documents.
Failure to comply may result in penalties, making it essential to follow the correct procedure.
Reasons for Changing Registered Office
Companies may need to change their registered office address due to:
- Business expansion or relocation
- Cost optimization or lease expiry
- Change in jurisdiction for operational benefits
- Moving operations to another state for better accessibility
Types of Changes in Registered Office
The change in registered office can fall under the following categories:
- Change within the same city/region
- Change within the same state and same ROC jurisdiction
- Change within the same state but under a different ROC
- Change from one state to another state
The compliance procedure differs based on the type of change.
1. Change in Registered Office within the Same City/Region
This is the simplest type of change.
Steps involved:
- Conduct a Board Meeting and pass a Board Resolution for change of address.
- File Form INC-22 with the MCA within 30 days.
Required Documents:
- Utility bill of the new premises (not older than 2 months)
- Proof of address (electricity bill/telephone bill, etc.)
- Rent Agreement (if rented)
- NOC from property owner
2. Change within the Same State under the Same ROC
When a company shifts its office outside the local limits of the city but remains under the same ROC, the following process applies:
Steps involved:
- Hold a Board Meeting and pass a resolution.
- Conduct an Extraordinary General Meeting (EGM) for shareholder approval.
- File Forms MGT-14 and INC-22 with MCA within 30 days.
Required Documents:
- Utility bill/address proof of new premises
- Rent Agreement and NOC from property owner
3. Change within the Same State but with Different ROC
When a company shifts its office from one ROC’s jurisdiction to another within the same state:
Steps involved:
- Conduct Board Meeting and EGM.
- File Form MGT-14 within 30 days of passing the resolution.
- File Form INC-23 with the Regional Director for approval.
- Publish notice of change in local newspapers.
- Serve notices individually to creditors, shareholders, debenture holders, etc.
- Upon approval, file Form INC-22 within 60 days.
Required Documents:
- Copy of Board Resolution
- Declaration by directors/Key Managerial Personnel confirming payment of dues
- Copy of application submitted to State Government
4. Change of Registered Office from One State to Another
This is the most detailed process as it involves amending the Memorandum of Association (MoA).
Steps involved:
- Conduct a Board Meeting and call an EGM to pass a Special Resolution.
- File Form MGT-14 within 30 days.
- File Form INC-23 with Regional Director for Central Government approval.
- Once approval is granted, file Form INC-22 within 60 days.
- File Form INC-28 with ROC of both states.
Required Documents:
- Altered copy of MoA
- Minutes of the meeting approving the change
- Declaration by two directors/CS that no dues are pending towards creditors
Post-Approval Compliances
Once ROC approves the change, companies must:
- Publish a general notice in newspapers about the new address
- Update the MoA with the new address
- Modify letterheads, invoices, and statutory records with the updated address
- Update bank accounts with the new registered address
- Apply for changes in PAN & TAN with the Income Tax Department
- Notify all government departments and stakeholders of the updated address
Penalty for Non-Compliance
If a company fails to comply with the registered office change provisions:
A penalty of ₹1,000 per day is levied, subject to a maximum of ₹1,00,000.
Why Choose Clarvex for Registered Office Change Compliance?
At Clarvex, we simplify the compliance process for businesses across India. Our expert team ensures timely filing, error-free documentation, and seamless approval from ROC.
Benefits of Choosing Clarvex:
- One-stop corporate compliance solution
- PAN-India services with expert support
- Free consultation & guidance
- 100% compliance assurance
- Dedicated compliance managers
- Money-back guarantee for failed filings
Frequently Asked Questions (FAQs)
Q1. Can I change my registered office address after incorporation?
Yes, companies can change their registered office address anytime after incorporation by filing the necessary forms with ROC.
Q2. What documents are required for changing the registered office?
Form INC-22 along with utility bill, rent agreement, and NOC from the owner are required.
Q3. Can I use my residential address as the registered office?
Yes, companies can use residential property as their registered office.
Q4. What happens if I fail to comply with the process?
Non-compliance may attract a penalty of ₹1,000 per day up to ₹1,00,000.
Conclusion
Changing the registered office of a company is a crucial compliance requirement that must be handled carefully with proper documentation and timely filing.
With Clarvex, businesses can ensure a hassle-free process for changing their registered office address — whether within the same city, state, or across states — while staying fully compliant with the law.