What is a Registered Office?
The Registered Office is the official address of a company where all legal notices and communications from the Registrar of Companies (ROC) and other government authorities are sent. It determines the company's domicile and the jurisdiction of the court and ROC.
A company must have a registered office within 30 days of incorporation and at all times thereafter.
Types of Registered Office Change
The procedure depends on where you are moving the office:
- Within the same city/town/village: Simplest process, requires Board Resolution.
- Within the same state (different city, same ROC): Requires Special Resolution (Shareholder approval).
- Within the same state (different ROC jurisdiction): Requires Regional Director (RD) approval.
- From one state to another: Most complex, requires Central Government (RD) approval and MOA alteration.
Process & Steps
1. Within Local Limits (Same City)
- Hold a Board Meeting and pass a Board Resolution.
- File Form INC-22 with the ROC within 15-30 days.
2. Outside Local Limits (Same State, Same ROC)
- Pass a Board Resolution to call an EGM.
- Pass a Special Resolution in the EGM.
- File Form MGT-14 (for Special Resolution) within 30 days.
- File Form INC-22 with the ROC within 30 days.
3. Change of ROC (Same State) or Inter-State Change
- Pass Board and Special Resolutions.
- File Form MGT-14.
- Publish advertisement in newspapers (English & Vernacular).
- File Form INC-23 (Application to Regional Director).
- Obtain order from Regional Director.
- File Form INC-28 (Notice of Order) with ROC.
- File Form INC-22 for the new address.
Required Forms
- Form INC-22: Notice of situation or change of address of the registered office.
- Form MGT-14: Filing of Special Resolution with ROC.
- Form INC-23: Application to Regional Director for approval (for shifting between ROCs or States).
- Form INC-28: Notice of Order of the Court/Tribunal/Regional Director.
Documents Required
- Proof of Registered Office Address (Utility Bill not older than 2 months).
- NOC (No Objection Certificate) from the owner.
- Rent/Lease Agreement (if rented).
- Board Resolution and Special Resolution copies.
- List of Creditors and Debenture Holders (for state/ROC change).
Penalties for Non-Compliance
Failure to comply with the provisions of Section 12 (Registered Office) can lead to:
- Company & Officer in Default: Penalty of ₹1,000 for every day the default continues, up to a maximum of ₹1 Lakh.
- Late Filing Fees: Additional fees apply for delayed filing of forms (MGT-14, INC-22), which can go up to 12 times the normal fee.
