🏢 Change of Registered Office of a Company

Location Update | Legal Compliance | MCA Filing The Registered Office is the official address of a company where all government and legal communications are sent. Any change in this address — whether within the same city or to another state — must be approved and filed with the Registrar of Companies (ROC) in compliance with the Companies Act, 2013.

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⚖️ Legal Framework

The process is governed under:

• Section 12 & Section 13 of the Companies Act, 2013
• Companies (Incorporation) Rules, 2014
• Notifications and guidelines issued by MCA

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📌 Types of Registered Office Changes & Procedures

Type of Change	Approval Required	ROC Forms
🏙️ Within the same city/town/village	Board Resolution	Form INC-22
🏗️ From one ROC area to another in same state	Special Resolution + Regional Director (RD) Approval	INC-23, MGT-14, INC-22
🏛️ From one state to another state	Special Resolution + RD + MOA Amendment + Central Govt Approval	INC-23, MGT-14, INC-22, INC-28

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🧾 Documents Required

✅ Common Documents (for all cases)

• Board Resolution
• Proof of new address:
  • Rent Agreement or Ownership Proof
  • Utility bill (not older than 2 months)
  • NOC from owner (if rented premises)
• Digital Signature Certificate (DSC) of director
• Copy of latest electricity, telephone, or gas bill

✅ Additional for inter-state shift:

• Copy of Memorandum of Association (MOA) with proposed amendment
• List of creditors & debenture holders
• Newspaper advertisement (in English & regional language)
• Affidavit verifying application content
• Approval from Regional Director (RD)

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🧭 Step-by-Step Process

🔹 1. Hold a Board Meeting

• Pass resolution approving address change
• Authorize a director/CS to file necessary forms

🔹 2. Shareholder Approval (if required)

• Call EGM and pass Special Resolution for:
  • Change in city outside local limits
  • Change in ROC jurisdiction
  • Change of state (requires MOA amendment)

🔹 3. File ROC Forms

Form	Purpose	Timeline
INC-22	Notice of change of registered office	Within 30 days of the move
MGT-14	Filing of special resolution (if applicable)	Within 30 days of EGM
INC-23	RD application for inter-state change	After passing special resolution
INC-28	Filing RD/Central Government approval order	After receiving order

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🧠 Key Compliance Points

✅ Must Do	❌ Avoid
Update letterheads, website, signboards	Continuing business without ROC update
Update PAN, GST, IEC, licenses	Delay in post-change government department notifications
Notify banks, clients, vendors	Using the new address before approval is confirmed
Conduct board/shareholder meetings properly	Skipping proper resolutions and affidavits

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⚠️ Consequences of Non-Compliance

• Penalty of ₹1,000 per day (up to ₹1 lakh) for company and each officer
• ROC may mark company as non-compliant
• Risk of missing legal or statutory notices

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🛠️ How KLS Advisors Can Help

At KLS Advisors, we provide end-to-end support for Registered Office changes: ✅ Drafting of Board & Shareholder Resolutions ✅ Preparation & filing of INC-22, MGT-14, INC-23, INC-28 ✅ Drafting of affidavits and newspaper advertisements ✅ Coordination with Regional Director (if applicable) ✅ Post-change compliance (GST, PAN, IEC, etc.) ✅ Legal & strategic advisory on address change impact 📧 Email: info@klsadvisors.in 🌐 Website: www.klsadvisors.in

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✅ Conclusion

Changing your company’s registered office is more than just a relocation — it’s a legal and strategic move that requires precise documentation, timely approvals, and expert handling. Let KLS Advisors ensure your registered office change is smooth, compliant, and fully updated across all platforms.