Changing the registered office of a company within the jurisdiction of the same Registrar of Companies (ROC) or to a different ROC jurisdiction requires adherence to specific procedures set by the Companies Act, 2013. This guide outlines the step-by-step process along with the required documentation and timelines.
1. Change of Registered Office within the Same City or Town Limits
Steps:
| Step | Action | Documentation | Timeline |
|---|---|---|---|
| 1 | Convene a Board Meeting to pass the Board Resolution approving the change. | Board Resolution | Immediately upon decision |
| 2 | File Form INC-22 with ROC along with necessary documents. | NOC from the property owner, Rent Agreement (if leased), Utility Bill not older than two months | Within 15 days of Board Resolution |
| 3 | Update the address on all company records and official communications. | - | Immediately after ROC approval |
2. Change of Registered Office to another City within the Same ROC Jurisdiction
Steps:
| Step | Action | Documentation | Timeline |
|---|---|---|---|
| 1 | Convene a Board Meeting to propose the change and call for an Extraordinary General Meeting (EGM). | Board Resolution | Immediately upon decision |
| 2 | Hold the EGM and pass a Special Resolution. | Special Resolution | Within 15-30 days of Board Meeting |
| 3 | File Form MGT-14 for filing Special Resolution with the ROC. | Special Resolution | Within 30 days of EGM |
| 4 | File Form INC-22 with the ROC, along with the required attachments. | NOC from property owner, Rent Agreement (if leased), Utility Bill not older than two months, Special Resolution | Immediately after MGT-14 filing |
| 5 | Update company records and inform stakeholders of the new address. | - | Immediately after ROC approval |
3. Change of Registered Office from One ROC to Another within the Same State
Steps:
| Step | Action | Documentation | Timeline |
|---|---|---|---|
| 1 | Convene a Board Meeting to propose the change and call for an EGM. | Board Resolution | Immediately upon decision |
| 2 | Hold an EGM and pass a Special Resolution. | Special Resolution | Within 15-30 days of Board Meeting |
| 3 | File Form MGT-14 for filing Special Resolution with the ROC. | Special Resolution | Within 30 days of EGM |
| 4 | File Form INC-23 with the Regional Director for approval, including additional documentation. | NOC, Rent Agreement, Utility Bill, List of creditors, Newspaper notification copy | After filing MGT-14 |
| 5 | Publish notice of change in at least one English and one vernacular language newspaper and send notices to creditors. | Newspaper advertisements, Notices | Before filing Form INC-23 |
| 6 | Upon approval from the Regional Director, file the confirmation with ROC in Form INC-22. | Approval document from Regional Director | Within 60 days of approval |
| 7 | Update company records and inform stakeholders. | - | Immediately after ROC approval |
4. Change of Registered Office from One State to Another
Steps:
| Step | Action | Documentation | Timeline |
|---|---|---|---|
| 1 | Convene a Board Meeting to propose the change and call for an EGM. | Board Resolution | Immediately upon decision |
| 2 | Hold an EGM and pass a Special Resolution to alter the MOA for change of state. | Special Resolution, Altered MOA | Within 15-30 days of Board Meeting |
| 3 | File Form MGT-14 for filing Special Resolution with the ROC. | Special Resolution, Altered MOA | Within 30 days of EGM |
| 4 | File Form INC-23 with the Central Government through Regional Director, including additional documentation. | NOC, Rent Agreement, Utility Bill, List of creditors, Consent from creditors, Newspaper notification copy | After filing MGT-14 |
| 5 | Publish notice of change in at least one English and one vernacular language newspaper and send notices to creditors. | Newspaper advertisements, Notices | Before filing Form INC-23 |
| 6 | Upon approval from the Central Government, file the approval with ROC in Form INC-22 and INC-28 with both the concerned ROCs. | Approval document from Central Government, Altered MOA | Within 60 days of approval |
| 7 | Update company records and inform stakeholders. | - | Immediately after ROC approval |
Compliance and Updates
Post the change of the registered office, it is crucial to update all company records, inform stakeholders, and revise any published material or online presence to reflect the new address. Timely updating of the registered office address helps in maintaining clear communication channels with regulatory bodies and stakeholders.
Procedure for Changing the Registered Office from Delhi to Gurgaon
When a company decides to relocate its registered office from Delhi to Gurgaon, it involves a change across Registrar of Companies (ROC) jurisdictions – from ROC Delhi to ROC Haryana. This process is governed by the provisions of the Companies Act, 2013, and requires several structured steps, including board resolutions, special resolutions, and approvals from the Regional Director. Here’s a detailed step-by-step guide for changing the registered office from one state to another:
Step 1: Convene a Board Meeting
Objective: To propose the relocation plan and fix the date for an Extraordinary General Meeting (EGM).
- Documentation Required: Notice of Board Meeting.
- Timeline: Issue notice at least 7 days before the meeting.
Step 2: Hold an Extraordinary General Meeting (EGM)
Objective: To obtain shareholders' approval through a Special Resolution for changing the registered office and altering the Memorandum of Association (MOA) to reflect the new location.
- Documentation Required: Special Resolution, Altered MOA.
- Timeline: Conduct EGM within 15-30 days from the date of the Board Meeting.
Step 3: File Form MGT-14
Objective: To file the Special Resolution with the Registrar of Companies.
- Documentation Required: Copy of the Special Resolution and the altered MOA.
- Timeline: Within 30 days of passing the Special Resolution at the EGM.
Step 4: File Form INC-23
Objective: To apply for approval from the Central Government (through Regional Director) for changing the office from one state to another.
- Documentation Required: Application in Form INC-23, along with the following attachments:
- NOC from the property owner in Gurgaon.
- Rent Agreement or Lease Deed, if applicable.
- Latest Utility Bill as address proof of the new premises.
- A list of creditors and debenture holders.
- An affidavit verifying the list of creditors.
- Newspaper advertisement copies.
- Timeline: File after approval of Special Resolution and before making any changes.
Step 5: Newspaper Publication
Objective: To publish a notice of the change in at least one English and one vernacular language newspaper in both Delhi and Gurgaon.
- Documentation Required: Newspaper advertisement.
- Timeline: Before filing Form INC-23.
Step 6: Approval from Regional Director
Objective: To obtain the confirmation and approval for the change of registered office across state boundaries.
- Documentation Required: Approval order from the Regional Director.
- Timeline: Typically processed within 30 to 60 days from the filing of Form INC-23.
Step 7: File Form INC-22 and INC-28
Objective: To notify the ROC of the change in registered office upon receiving approval from the Regional Director.
- Documentation Required:
- Form INC-22 with ROC Haryana along with the sanctioned order and supporting documents.
- Form INC-28 to be filed with both ROC Delhi and ROC Haryana.
- Timeline: Within 30 days of receiving the approval from the Regional Director.
Step 8: Update Company Records and Inform Stakeholders
Objective: To update all statutory records, company letterheads, boards, official publications, and inform all relevant stakeholders (such as banks, financial institutions, clients, and suppliers) about the change in the registered office.
- Documentation Required: None specific, general updates.
- Timeline: Immediately after the change is registered with ROC.
Compliance and Monitoring
Ensure ongoing compliance by regularly checking the ROC website and maintaining communication with the concerned offices. Delays in any paperwork can lead to penalties or delays in the change of address being officially recognized. It is also essential to maintain accurate records of all meetings and resolutions passed for future references or audits.
This thorough approach ensures the change of registered office is smooth and compliant with legal requirements, minimizing disruptions to the business operations
