Shifting Registered Office of a Company – Within State and Across State Procedure

Introduction

The registered office of a company is its official address recorded with the Registrar of Companies (ROC). All statutory communications, notices, and government correspondence are sent to this address. Businesses may decide to shift their registered office due to operational requirements, business expansion, cost optimization, or strategic reasons.

The procedure for shifting a registered office depends upon whether the change is within the same state or from one state to another.

Types of Registered Office Shifting

1. Change within the same city, town, or village.
2. Change from one city to another within the same state and under the jurisdiction of the same ROC.
3. Change from one ROC jurisdiction to another within the same state.
4. Change from one state to another state.

A. Shifting Registered Office Within the Same State

1. Within the Same City, Town, or Village

Procedure:

• Conduct a Board Meeting.
• Pass a Board Resolution approving the change.
• Obtain proof of the new registered office address.
• File Form INC-22 with the ROC within 30 days of shifting.

Documents Required:

• Utility bill (not older than two months).
• No Objection Certificate (NOC) from the owner of the premises.
• Rent agreement or ownership proof.
• Board Resolution.

2. Change from One City to Another Within the Same State

If the company's Memorandum of Association (MOA) contains only the state name, Board approval and filing of Form INC-22 are generally sufficient.

Procedure:

• Hold a Board Meeting.
• Approve the new registered office address.
• File Form INC-22 within 30 days.

3. Change from One ROC Jurisdiction to Another Within the Same State

Procedure:

• Convene Board Meeting.
• Call an Extraordinary General Meeting (EGM).
• Pass a Special Resolution.
• File Form MGT-14 within 30 days.
• Obtain approval from the Regional Director (RD).
• File Form INC-22 after approval.

Documents Required:

• Special Resolution.
• Altered MOA (if applicable).
• Board Resolution.
• Proof of new address.

B. Shifting Registered Office from One State to Another

A change from one state to another requires alteration of the Registered Office Clause of the Memorandum of Association (MOA) and approval from the Regional Director.

Step-by-Step Procedure

Step 1: Conduct Board Meeting

• Approve the proposal for shifting.
• Fix the date of EGM.
• Approve the notice of EGM.

Step 2: Hold Extraordinary General Meeting

• Pass a Special Resolution approving the shifting of the registered office.
• Approve alteration of the MOA.

Step 3: File Form MGT-14

• File the Special Resolution with ROC within 30 days.

Step 4: Application to Regional Director

• File the prescribed application seeking approval for shifting the registered office from one state to another.
• Publish newspaper advertisements as required.
• Serve notices to creditors, debenture holders, and regulatory authorities.

Step 5: Obtain Regional Director Approval

• The Regional Director reviews the application and objections, if any.
• Upon satisfaction, approval is granted.

Step 6: File Approval with ROC

• Submit the Regional Director's order with the ROC.

Step 7: File Form INC-22

• File Form INC-22 with the ROC of the new state along with supporting documents.

Documents Required for Interstate Shifting

• Board Resolution.
• Special Resolution.
• Altered Memorandum of Association.
• Altered Articles of Association (if applicable).
• List of creditors and debenture holders.
• Affidavit verifying the list of creditors.
• Newspaper advertisement copies.
• NOC from creditors (where applicable).
• Proof of new registered office address.
• Utility bill.
• Rent agreement or ownership documents.
• NOC from property owner.

Post-Shifting Compliance

After the registered office is changed, the company should update:

• PAN and TAN records.
• GST Registration.
• Bank accounts.
• Import Export Code (IEC).
• Professional Tax Registration.
• Shops & Establishments Registration.
• MSME Registration.
• Licenses and registrations obtained from regulatory authorities.
• Company letterheads, invoices, website, and statutory records.

Penalty for Non-Compliance

Failure to maintain or report the correct registered office may attract penalties under the Companies Act, 2013. The company and its officers may be liable for monetary penalties and regulatory action.

Conclusion

Shifting a registered office is a common corporate restructuring activity. While changes within the same state generally involve relatively simple ROC filings, interstate shifting requires special resolutions, Regional Director approval, and alteration of the Memorandum of Association. Companies should ensure timely compliance with all filing requirements to avoid penalties and maintain good corporate governance.

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