Change of Registered Office — Correspondence with the Registrar

Why the Procedure Has Degrees

A company's registered office is the address at which the law presumes it can always be found, and it is the address that determines which Registrar's office has jurisdiction over the company. Because of this, the Companies Act, 2013 does not treat every change of registered office alike — it grades the procedure by how much the change actually disturbs that jurisdictional link, from a simple internal move up to a move that shifts the company to a different state altogether.

Change Within the Local Limits of the Same City, Town or Village

When a company merely moves its registered office to a different address within the local limits of the same city, town, or village, only a Board Resolution approving the new address is required. The company must then give notice of the change to the Registrar in Form INC-22, within 30 days of the change (Section 12(4)), for the Registrar to record it. No approval from members, and no approval from any authority above the Registrar, is needed for a move at this level.

Change Outside Local Limits, But Within the Same ROC's Jurisdiction

When the new address is outside the local limits of the existing city/town/village, but still within the jurisdiction of the same Registrar (i.e., still within the area a single ROC office covers), the company must first pass a Special Resolution at a general meeting of its members. This resolution must itself be filed with the Registrar in Form MGT-14, within 30 days of being passed, and the change of address is then notified in Form INC-22, within 30 days of the change, exactly as for a purely local move.

Change Involving a Different ROC's Jurisdiction, or a Different State

The heaviest procedure applies when the proposed new registered office falls under the jurisdiction of a different Registrar within the same state, or in another state altogether. Here, in addition to the members' Special Resolution (filed in MGT-14, within 30 days), the company must apply to the Regional Director for confirmation of the change, in Form INC-23, under Section 12(5) (same-state, different-ROC case) or Section 13(4) read with Section 12 (inter-state case). Once the Regional Director confirms the change, the company files a certified copy of the Regional Director's confirmation order with the Registrar, and then notifies the actual change of address in Form INC-22, within 30 days of the confirmation.

Why the Law Grades This So Carefully …