Follow Us:

The procedure for shifting a company’s registered office within the local limits of a city is governed by Section 12 of the Companies Act, 2013, read with Rules 25 and 27 of the Companies (Incorporation) Rules, 2014. The process begins with a Board Meeting where approval is granted and an authorized person is appointed to file necessary forms. For listed companies, disclosures must be made to stock exchanges within prescribed timelines and uploaded on the company’s website. The company must then file Form INC-22 with the Registrar of Companies within 15 days, along with supporting documents such as proof of address, utility bills, and photographs of the premises. Subsequently, the company must update its registered office address on name boards, official documents, and communications. It must also inform all relevant statutory authorities. SEBI disclosure requirements apply only to listed entities, while private companies are exempt from such obligations.

Procedure for Shifting of Registered of Company within local limits of the city 

Governing provisions of The Companies Act, 2013

 APPLICABLE PROVISIONS:

Section 12 of the Companies Act, 2013 read with Rule 25 and 27 of the Companies (Incorporation) Rules, 2014

Regulation 30 and 46(3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (For Listed Entities)

1. PROCEDURE:

Sr. No Steps Timeline / Date
1. HOLD A BOARD MEETING 

Company to pass Board Resolution OR pass Board Resolution by circulation:

i) To consider and approve change in the Registered office of the Company within local limits of the city.

ii) To authorize Company Secretary (CS) or Chief Financial Officer (CFO) or any Director of the Company to file notice of change of the situation of Registered office with Registrar of Companies (ROC)

2. DISCLOSURE TO STOCK EXCHANGE IN CASE OF LISTED COMPANY

In the case of a listed Company:

1. Disclosure of the Board Meeting shall be made to Stock Exchanges, where the shares of the Company are listed,

2. Post the same on the website of the company

 

 

Within 30 minutes of the closure of the board meeting.

If the meeting concludes after normal trading hours but more than 3 hours before the next session starts, the disclosure must be made within 3 hours of the meeting’s conclusion.

Within 2 working days from the date of the disclosure to the stock exchange.

3. FILING OF NOTICE TO ROC

Notice of change in the situation of the Registered office and verification thereof shall be filed in Form INC-22 with ROC along with the required fees.

Attachments Required:

1. Certified True Copy of Board Resolution.

2. Proof of Registered Office:

  • If owned – Registered title deed in company’s name.
  •  If rented/leased – Notarized rent/lease agreement + rent receipt (not older than 1 month).
  • If used with permission – Authorization letter from owner/occupant + ownership/occupancy proof.

3. Recent Utility Bill (electricity/telephone/gas) of the premises, not older than 2 months.

4. Photographs of Registered Office – External and internal office photos, showing at least one Director/KMP along with the Company’s Name Board as per Section 12 of the Companies Act, 2013.

 

within 15 days of the change

 

4. Change the existing office address to the new address:

i) Outside of every office or place in which its business is carried on;

ii) On all business letters, billheads, letter papers and in all its notices and other official publications.

Outside the new registered office of the Company Name Board shall be affixed containing Company’s information as mentioned in Section 12 of the Companies Act, 2013.

5. Inform the change in Registered office of the Company to all the statutory authorities, wherever the Company is registered.  

 

NON-APPLICABILITY FOR PRIVATE COMPANIES:

Sr. No Particulars
1. Requirements of Regulation 30 and 46(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to Private Companies and any other Companies which have not listed any of its securities on any stock exchange.

*******

**This document is for educational purposes only and does not constitute legal advice.

Author : Ms. Monisha Agrawal , Manager at M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 | Email: compliancerjac@gmail.com

Author Bio

Ronak Jhuthawat & Co is a company secretaries firm registered with the Institute of Company Secretaries of India (ICSI) since 2013. The firm offers legal and secretarial services including: Business setup Corporate, Industrial, Intellectual Property, SEBI, Insolvency & Bankruptcy, and View Full Profile

My Published Posts

Procedure of alteration of Memorandum of Association under Companies Act, 2013 Reclassification from Promoter to Public: Eligibility, Process, Draft Resolution & Checklist Duplicate DIN Penalised Even If Unintentional Procedure for Issue of Share Certificates After Incorporation Under Companies Act, 2013 Procedure for Transfer of Unclaimed Dividend to IEPF under Companies Act, 2013 View More Published Posts

Join Taxguru’s Network for Latest updates on Income Tax, GST, Company Law, Corporate Laws and other related subjects.

Leave a Comment

Your email address will not be published. Required fields are marked *

Ads Free tax News and Updates
Search Post by Date
May 2026
M T W T F S S
 123
45678910
11121314151617
18192021222324
25262728293031