Change of registered office of a company
Every change of a company’s registered office is filed in Form INC-22 within 30 days. Company Suggestion matches the filing to whether the move stays in the city, leaves the city, or leaves the state.
How is the registered office changed?
Section 12 of the Companies Act, 2013 requires a notice of every change to the Registrar within 30 days. That notice is INC-22.
A move inside the same city is a board decision. A move outside the city, or into another state, changes who must approve it before INC-22 is filed.
Which move needs more than a board resolution?
The Act splits the move into three cases.
- Inside the same city, town or village: a board resolution, then INC-22.
- Outside that city but in the same state: a special resolution, MGT-14, then INC-22.
- From one state to another: a special resolution, MGT-14, an order of the Regional Director, an altered memorandum, then INC-22.
An LLP reports a change of its registered office under the LLP Act, not in INC-22. This page is for a company.
Which documents prove the new office?
INC-22 is filed with three proofs.
- A utility bill of the new premises, not older than two months
- The rent agreement, or proof that the company owns the premises
- A no-objection certificate from the owner
What are the filing steps?
Company Suggestion files the change in four steps.
- The new premises and the proofs are checked.
- The board, and where the Act requires it the members, approve the move.
- MGT-14 is filed when there is a special resolution. A shift of state waits for the Regional Director’s order.
- INC-22 is filed within 30 days of the change, with the address proofs.
Frequently asked questions
4 questions cover the rules that decide this registration.
Which form reports the new office?
Form INC-22, within 30 days of the change, under section 12.
When is a special resolution required?
When the office moves outside the local limits of the city, town or village where it sits, even if it stays in the same state. The resolution is filed in MGT-14.
What does a shift to another state need?
A special resolution, MGT-14, an application to the Regional Director, and INC-22 after the order. The memorandum is altered because the state is part of the registered-office clause.
What proves the new address?
A utility bill not older than two months, the rent agreement or ownership proof, and a no-objection from the owner of the premises.