Changing the registered office address of a company is a common corporate action, but it requires careful compliance with the provisions of the Companies Act, 2013 and guidelines issued by the Ministry of Corporate Affairs (MCA).
In this article, we’ll focus specifically on changing the registered office within the local limits of the same city, town, or village, which is considered the simplest form of address change but still mandates proper documentation and filing.
NOTE: The provisions relating to change of registered office are covered under Section 12 of the Companies Act, 2013, read with Rule 25 and Rule 27 of the Companies (Incorporation) Rules, 2014.
1.As per Section 12(4) of the Companies Act, 2013:
“The notice of change of the situation of the registered office shall be given to the Registrar within 30 days of the change.”
2.As per Section 12(8):
“If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of ₹1,000 for every day during which the default continues, but not exceeding ₹1,00,000.”
STEPS OF COMPLIANCES
1.Checklist Before Initiating Address Change
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The new address should be within the same city, town, or village.
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The company should ensure no change in jurisdiction of ROC.
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Necessary documents like utility bill, NOC from owner, and rent agreement (if applicable) should be ready.
2.Hold a Board Meeting
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Pass a Board Resolution to approve the change of address.
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Authorize a director or CS to file necessary forms with ROC.
3.File Form INC-22 with MCA
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Timeline: Within 30 days of Board Resolution.
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Attachments:
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Proof of new address (Electricity Bill, Water Bill, etc.)
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NOC from the owner of premises
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Rent Agreement/Lease Deed (if applicable)
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Copy of Board Resolution
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NOTE: Effect on PAN, TAN, GST, and Other Licenses
Changing the registered office does not automatically update the address in:
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PAN/TAN: File Form 49A with NSDL or UTIITSL.
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GST: File Form REG-14 within 15 days.
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Shops & Establishment, Import Export Code, FSSAI, etc. must be updated separately.
On Company Letterhead
Board Resolution
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [Name of Company], HELD ON [Date], AT [Address].
The Director Mr./Mrs. [Name of Director], informs to the board that as company has decided to change its registered office from [Current Address] to [New Address], same is required to be intimated, to registrar of companies as well.
RESOLVED THAT in terms of section 12 of Companies Act 2013, other applicable provisions and the relevant rules made thereunder, the registered office of the company be shifted from [Current Address] to [New Address] with effect from [Date of Shifting].
FURTHER RESOLVED THAT the directors and company secretary of the company hereby severally authorised to communicate and intimate regarding change of registered office of the company to various stakeholders like bankers, suppliers and customers etc. and get the registered address changed on various other business and statutory registration like PAN, TAN, GST, IEC etc.
FURTHER RESOLVED THAT Mr./Mrs. [Name of Director] director of the company is hereby authorised to file necessary e-forms with the registrar of companies and to do all such acts which are necessary to give effect to the above resolution on behalf of company.
CERTIFIED TRUE COPY
For [Name of Company]
[Name of Director]
Director
DIN:
Date:
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