Registered Office Change

Ø Registered Office Change

Registered Office change within local limits, town or village, a notice of change has to be given to the respective registrar within 30 days of such change. In case the registered office is to be changed from one village, town, and city to another within a state then, a special resolution is required to be passed.

·        In all the above cases, the company needs to attach copies of utility bills such as:

·        Telephone Bill

·        Gas Bill

·        Electricity Bill

·        Mobile

·        The bills as mentioned above should be in the name of the Company detailing the address to be used as the registered address of the company.

·        The utility bills should not be older than two months.


Resolutions to be passed by the Company

·         The Company has to pass a special resolution in a general meeting, if it wants to change the registered office to a place which is outside the local limits of the city, town or village in which the registered office is presently located.

·         The Company will have to pass a Board Resolution to authorize a director to sign and submit form INC-22.


Approvals required for change of registered office within the same state but with a different ROC

·         If the company wants to change the registered office from the jurisdiction of one ROC to the jurisdiction of another ROC within the same state, the company has to apply for the approval of the Regional director (RD) in the prescribed manner (Form INC-23). Once the change is confirmed by the RD, the company has to file such confirmation to the ROC within a period of sixty days from the date of confirmation of the RD.

·         The registrar shall confirm the change of the registered office within 30 days from the date of filing of the confirmation.


Change of Registered office from one state to another state

·         For changing the registered office from one state to another, the company needs to amend the MOA.

·         A special resolution needs to be passed by the company for alteration in the MOA. This special resolution also needs to be filed to the ROC in Form MGT-14 within 30 days of passing the resolution.

·         For changing the registered office from one state to another, the company needs to get the approval of the CG in form INC-23. Following documents are to be attached along with the application in form INC-23 for change of registered office from one state to another:

·         a copy of the memorandum and articles of association;

·         a copy of the notice convening the general meeting along with relevant Explanatory Statement;

·         a copy of the special resolution sanctioning the alteration by the members of the company;

·         a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in fovour or against the resolution;

·         an affidavit verifying the application;

·         the list of creditors and debenture holders entitled to object to the application;

·         an affidavit verifying the list of creditors;

·         the document relating to payment of application fee;

·         A copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

·         The Central Government shall dispose of the application for change of registered office outside the state within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company.

·         The approval of the CG shall be filed with the Registrars of both the states in which the old and the new registered office of the company are situated.

·         Registrar of the State where the registered office is being shifted to, shall register the change, and shall issue a fresh certificate of incorporation indicating the alteration.

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