The step involved in changing registered office from state to another


Registered office of the company is the place where all the communications and notices may be sent. The situation clause of the Memorandum of Association and Article of Association contains the state in which registered office of the company situated. As per the section 12 and 13 of the Companies Act 2013 Rules, 2014 states the law and procedure of regarding having registered office of the company and shifting of registered office of the company.

India’s company act 2017 mandates businesses to have an official RO from the data of commencement of operations or within 30 days of its incorporation, whichever is earlier. As per the law, each company have multiple trading addresses where it conducts business, But only Registered office (R0).

In the event, if a company decides to change the address of RO from one state to another state in India to seek more growth or expand its business. By law, procedure of changing registered office from state to another are listed below;

Change of Registered Office from State to Another;

Section 13: Alteration of Memorandum of Association:

A company is required to acquire members approval by way of passing a special resolution for its alteration of MOA to shift its RO from a state to another by following steps;

Section 13 (4) The alteration of MOA concerning change of state from one to another shall be approved by the central government on an application made.

Central Government can discard the application within 60 days however before passing such a request it may satisfy itself that alternation has-

Consent of creditors/ debenture holders/, if any other person concerned with the company whose interest is likely to get affected.

Or on the other hand that the adequate arrangement has been made by the organization either for due discharge of all its debts and obligations or that adequate security has been provided for such discharge of debts

A certified copy of the order passed by CG, approving the alteration, shall be filled with registrar of each state, who shall register the same and the register of the state where the office is being shifted shall issue a fresh certificate of Incorporation of Stating the alteration.

Step 2: Hold the board meeting with directors, following the standard prescribed by ICSI in SS-1 for board meetings, and get the notice calling for Extra ordinary meeting signed by the directors. The directors present in the board meeting must accept the change registered office with a simple majority. The directors then shall authorized any of them to convene EGM for seeking shareholders consent with a special majority.

Step 3: Convene an Extraordinary meeting EGM of shareholders.

The next important step is seek the approval of the shareholders of the company to change of registered office from a state to another. The decision of the shareholders can be taken only in valid extraordinary general meeting. To convene an EGM of shareholders and pass the resolution by the members for a change of the MOA. The special resolution means a decision taken by more than 75 percent voting rights. A company has to send the notice of EGM to the shareholders with the proper agenda, draft special resolution at least 21 clear days before the date of EGM.

Step 4: File the certified copy of the resolution in form MGT-14  with the prescribed fee within 30 days of the passing resolution, to the ROC.

Step 5: File application in form INC 23 seeking for alteration of MOA with regards to the relocation, with the federal government along with the following documents.

  • A copy of the amended MOA and AOA of the company.
  • A copy of minutes of general meeting recording votes.
  • A special resolution passed by the members of alteration of MOA and AOA.
  • Copy of power attorney or board resolution.
  • List of creditors and debentures holders of the company who are entitled to object to the application, along with their address, nature of debt, and the amount due.
  • Copy of authority letter, the board of resolution for the person who will appear in the hearing,
  • An affidavit from the directors of that no employee shall be retrenched as a consequence of shifting of RO.

Step 6: 30 days prior to the hearing, advertise the application on the newspaper indicating that change proposed to be made.

Step 7: Prepare an application all relevant annexure to be filled with the REGIONAL DIRECTORS for seeking approval for shifting of the registered office from one state to another.

Step 8: Send the copy of the application by the debenture holder, registrar, chief secretary of the state, or any relevant regulatory authority that governs the company under a particular law.

Step 9: The original application U/S 13 (4) along with all necessary annexure for seeking approval of the Central Government for shifting of Registered office from one state to another.

Step 10: If an objection is raised by any person whose interest is likely to be affected by the proposed application, send a copy of the objection to the federal government or regional director before hearing.

Step 11: Where no objection is received,  the RD will put on orders without hearing. The RD may confirm the change by making an order with or without any terms and conditions.

Step12: Once the order is passed- approving shifting of the registered office, file form INC 22 with both the ROC along with supportive documents. Thereafter file form INC-28  to the ROC within 30 days of the order to make it effective.

Step 13: After obtaining certificate of the incorporation, Make alteration in MOA with respect to the state in the in every copy Memorandum. Each stationary banner, signboard, bills, invoice etc.

Final say:

I hope, now you understand the procedure of changing registered office of the company from state to another. In the event, if you face any difficulty while changing RO address, you can contact Unilex Business Consultant for this purpose.

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