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Change in Registered Office

Section 12, 13 of Companies Act, 2013

Rule 25, 27, 28, 30, 31 Companies (Incorporation) Rules, 2014

Section 12 mandates all the companies to have registered office either at the time of incorporation or within 30 days of incorporation. Registered office of a company is a place where all the communications and notices may be sent. The situation clause of Memorandum of Association contains the state in which registered office of the company is situated. However, the notice of detailed address is required to be given in form INC-22 to Registrar of Companies. Any change in the situation of registered office is also required to be notified to Registrar of Companies within 30 days in e- Form INC- 22 along with prescribed fees.

The compliance under Companies Act, 2013 for change in registered office are summarized in the following table:

Shifting of registered office Nature of Approval e-Forms Alteration of MOA
Within local limits of city, town or village Board Resolution INC -22 (Notice of situation or change of situation of registered office) within 30 days of Board resolution NA
Outside local limits of city, town or village, within the same RoC and same state Board Resolution + Special Resolution • MGT – 14 within 30 days of Special Resolution • INC – 22 within 30 days of Special Resolution NA
From one RoC to other within the same state Board Resolution + Special Resolution + Approval of Regional Director • MGT – 14 within 30 days of Special Resolution • INC – 23 (Approval of RD to shift the Registered Office from one ROC to another within the same State) • INC – 28 (Notice of Order of the Court or Tribunal or any other competent authority) within 60 days from the date of order of Regional Director • INC – 22 within 30 days from the date of order of Regional Director NA
From one state to another, outside the jurisdiction of existing RoC Board Resolution + Special Resolution + Approval of Regional Director • MGT – 14 within 30 days of Special Resolution • INC – 23 (Approval of RD to shift the Registered Office from one state to another) atleast 1 month after serving notice to creditors and publication of newspaper advertisement • INC – 28 (Notice of Order of the Court or Tribunal or any other competent authority) within 30 days from the date of receipt of order of Regional Director • INC – 22 within 30 days from the date of order of Regional Director Yes
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