Change in Registered Office

When shifting a company’s registered office from one state to another, the following compliance requirements must be met:

1. Board Meeting & EGM
   • Hold a Board Meeting to pass a resolution for convening an Extraordinary General Meeting (EGM) and amending the Memorandum of Association (MOA).
   • In the EGM, pass a Special Resolution to approve the office shift and alter the MOA accordingly.
2. Filing with ROC & Regional Director
   • File Form MGT-14 with the ROC within 30 days of passing the Special Resolution.
   • File Form INC-23 with the Regional Director to obtain Central Government approval for the office shift and MOA alteration.
3. Public Notice & Creditor Notification (One Month Before Filing INC-23)
   • Publish a notice of the office change in one English and one regional-language newspaper in the district where the current registered office is located.
   • Serve individual notices to depositors, debenture holders, and creditors, informing them of their right to object within 21 days from the publication date.
4. Approval Process
   • If no objections are received, the Central Government will process the application within 60 days.
   • Once approved, the company must file the approval with the ROC in Form INC-22 within 60 days of the approval date.
   • The approval must also be filed in Form INC-28 with the ROC of both states (old and new registered offices).
5. Required Documents for INC-23
   • Copy of the MOA with proposed alterations.
   • Minutes of the EGM, approving the MOA amendment.
   • Board Resolution or Vakalatnama/Power of Attorney, as applicable.
   • List of debenture holders and creditors, detailing amounts due.
   • Declaration by at least two directors and the Company Secretary, confirming the accuracy of the creditors’ list and outstanding liabilities.
   • Declaration ensuring no employees will be retrenched due to the office relocation.