Any change in the registered office of a company requires prior approval from the Ministry of Corporate Affairs (MCA). The process for change of registered office of a Company is stated below:
Change of Registered Office within the same City
- Convene Board Meeting and pass a simple Board Resolution for change of registered office
- File Form INC-22 within 15 days of the Board Resolution
Change of Registered Office outside the City but within the same ROC
- Convene Board Meeting and schedule an Extra-ordinary General Meeting (EGM)
- Convene EGM and pass a Special Resolution for change of registered office
- File Form INC-22 and Form MGT-14 within 30 days of the Special Resolution
Change of Registered Office outside the City but under different ROC
- Convene Board Meeting and schedule an Extra-ordinary General Meeting (EGM)
- Convene EGM and pass a Special Resolution for change of registered office
- File Form MGT-14 within 30 days of the Special Resolution
- Publish notice of change in one English and one Regional Language newspaper
- Intimate every depositor, debenture holder and creditor of the Company of the change and seek objections, if any
- File Form INC-23 with the Regional Director for approval
- Regional Director will communicate a confirmation notice within 30 days (in case no objections are raised by the depositor, debenture holder and creditors)
- File Form INC-22 along with the confirmation notice received from the Regional Director within 60 days
Change of Registered Office from one State to another
- Convene Board Meeting and schedule an Extra-ordinary General Meeting (EGM)
- Convene EGM and pass a Special Resolution for change of registered office
- File Form MGT-14 within 30 days of the Special Resolution
- Publish notice of change in one English and one Regional Language newspaper
- Intimate every depositor, debenture holder and creditor of the Company of the change and seek objections, if any
- File Form INC-23 with the Regional Director for obtaining approval of the Central Government
- Central Government disposes of the application in 60 days (in case no objections are raised by the depositor, debenture holder and creditors)
- Regional Director will then confirm the change
- File Form INC-22 along with approval received from the Regional Director within 60 days
- File Form INC-28 intimating the Central Government approval to the ROC of both states in which the old and new registered offices are situated
The above article provides a general overview on the topic. For further information on the process to be followed for change in registered office, kindly contact services@jneela.com.
