Company Address Change

Changing a company's address involves specific procedures under the Companies Act, 2013. The process varies depending on the type of address change:

1. Change of Registered Office within the Local Limits of a City, Town or Village (Section 12(4)):

• This is the simplest type of address change.
• Procedure:
  • Pass a Board Resolution approving the change.
  • File Form INC-22 (Notice of change of situation of the registered office or verification thereof) with the Registrar of Companies (RoC) within 30 days of the resolution.
  • No shareholder approval is required.
• Documents for INC-22:
  • Certified copy of the Board Resolution.
  • Registered document of the title of the premises of the registered office if it is owned by the company; or the notarized copy of lease/rent agreement if it is taken on lease/rent.
  • Authorization from the owner/landlord to use the premises as the registered office, if not taken on lease/rent by the company.
  • Utility bill of the registered office address which is not older than two months.
  • NOC from the owner/landlord.

• 2. Change of Registered Office within the Same State but outside the Local Limits of a City, Town or Village (Section 12(4)):

• This requires shareholder approval.
• Procedure:
  • Pass a Board Resolution approving the change and fixing the date, time, and venue for a General Meeting.
  • Hold a General Meeting (either an Extraordinary General Meeting (EGM) or Annual General Meeting (AGM)) and pass a Special Resolution approving the change.
  • File Form INC-22 with the RoC within 30 days of passing the Special Resolution.
  • File Form MGT-14 (Filing of Resolutions) with the RoC within 30 days of passing the Special Resolution.
• Documents for INC-22: Same as above.
• Documents for MGT-14:
  • Copy of the Special Resolution passed at the General Meeting.
  • Notice of the General Meeting.
  • Explanatory Statement annexed to the notice.

• 3. Change of Registered Office from One State to Another (Section 13):

• This is the most complex type of address change and requires approval from the Regional Director (RD).
• Procedure:
  • Pass a Board Resolution approving the change and fixing the date, time, and venue for a General Meeting.
  • Hold a General Meeting and pass a Special Resolution approving the change.
  • File Form MGT-14 with the RoC within 30 days of passing the Special Resolution.
  • File Form INC-23 (Application for shifting of the registered office) with the Regional Director (RD) seeking their approval.
  • The RD will consider objections, if any, and may approve the change.
  • If the RD approves the change, file Form INC-22 with the RoC of the new state within 30 days of the RD's order.