Registered Office Change: Companies Act and Other Regulatory Compliance

Summary: Shifting a company’s registered office from the jurisdiction of one Registrar of Companies (ROC) to another ROC within the same State requires compliance with the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014, together with consequential updates under other applicable laws. The corporate process involves Board approval, a Special Resolution, filing of Form MGT-14, intimation to the Chief Secretary, an application to the Regional Director in Form INC-23, filing of the Regional Director’s order through Form INC-28 and completion of the address change through Form INC-22. Rule 28 prescribes declarations concerning workmen’s dues, creditors, pending prosecutions and employee interests. Once the registered office changes, the company should separately examine whether corresponding amendments are required in its Income-tax profile and jurisdiction, GST registration, trademark and patent records, FEMA filings and labour registrations. Under GST, a registered-office change does not automatically require amendment unless the Principal Place of Business or Additional Place of Business furnished in the GST registration also changes. Where required, Form GST REG-14 must be filed under Section 28 of the CGST Act read with Rule 19. Companies should similarly review establishment-specific EPFO, ESIC, factory and contract-labour records because a corporate registered-office change and relocation of an operational establishment do not necessarily have identical regulatory consequences.

Change of Registered Office under the Companies Act and Compliance under Different Laws

The process to shift the registered office from the jurisdiction of one ROC to another ROC within the same State requires the statutory approval of various stakeholders and is made possible by the following step-by-step procedures:

A Board Meeting must be held to approve the proposal to shift the registered office, issue a notice convening the shareholders’ meeting, and authorise directors or professionals to undertake the necessary filings and compliance.

The company shall obtain the shareholders’ approval for the change of the registered office by a Special Resolution under Section 12(5) of the Act. The resolution is to be filed with the Registrar of Companies in Form MGT-14 within 15 days.

The company is supposed to inform the Chief Secretary of the concerned State that the interests of the employees are not affected by the proposed change in location. The acknowledgement of the same is obtained and attached to the application made to the Regional Director.

The change in location is then requested from the Regional Director in Form No. INC-23, as per Section 12(5) of the Companies Act, 2013 and Rule 28 of the Companies (Incorporation) Rules, 2014, for approval to shift the registered office from the jurisdiction of one Registrar to another Registrar within the same State.

Prior to filing an application with the Regional Director, the company is required to comply with the requirements prescribed under Rule 28 of the Companies (Incorporation) Rules, 2014, as amended by the Companies (Incorporation) Second Amendment Rules, 2017. For shifting the registered office from the jurisdiction of one Registrar of Companies to another within the same State, the requirement of publishing a notice in newspapers and serving individual notices on creditors, depositors and debenture holders, along with the 21-day objection period, does not apply. Instead, the company is required to submit the application in Form INC-23 along with the documents and declarations prescribed under Rule 28.

There is no general newspaper-based “no objection” process for a same-State ROC-to-ROC shift. However, the company must address its creditors by either obtaining their consent or making necessary provision for payment of their claims, and must provide the declaration prescribed under Rule 28(1)(c).

INC-23 specifies the following attachments to be made along with the form electronically, as per the Companies (Incorporation) Second Amendment Rules, 2017:

Attachments

(a) Board Resolution for shifting of registered office;

(b) Special Resolution of the members of the company approving the shifting of registered office;

(c) A declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;

(d) A declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

(e) Acknowledged copy of the intimation to the Chief Secretary of the State as to the proposed shifting and that the employees’ interests are not adversely affected consequent to the proposed shifting.

There is one important condition relevant to the request to the Regional Director that may result in the denial of the application, i.e., if any inquiry, inspection, or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

Once the Regional Director is satisfied that the statutory requirements have been complied with and that there is no legal impediment to the shift, the Regional Director issues the appropriate order/confirmation permitting the registered office to be shifted from the jurisdiction of the existing ROC to the jurisdiction of the new ROC.

Next, the company has to file the order with the Regional Director and the Registrar of Companies using Form INC-28 for registration.

The change of address is completed after the successful filing of the address in Form INC-22, as per Rule 27 of the Companies (Incorporation) Rules, with the specified fee. The form shall contain the following attachments:

(a) The registered document of the title of the premises of the registered office in the name of the company; or

(b) The notarised copy of the lease or rent agreement in the name of the company, along with a copy of the rent paid receipt not older than one month;

(c) The authorisation from the owner or authorised occupant of the premises, along with proof of ownership or occupancy authorisation, to use the premises by the company as its registered office; and

(d) Proof of evidence of any utility service like telephone, gas, electricity, etc., depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

It shall also contain a copy of the competent authority’s order and a list of all companies (specifying their CINs) that share the same registered office address, if any.

Thus, after successful filing under INC-22, the address stands changed to the latest filing address.

Compliance Under Income Tax after the Change in the Address of the Office

The Permanent Account Number remains unchanged, but the company is required to edit its contact number and address in “My Profile” in the Income Tax e-filing portal through the PAN-based login.

The company is also required to update its Jurisdictional Assessing Officer (JAO) following the change of registered office. A JAO, or Jurisdictional Assessing Officer, is the Income-tax authority responsible for the taxpayer’s jurisdiction. The applicant can verify it using the “Know Your JAO” facility. Therefore, after shifting the registered office, the company should verify whether the new registered office address falls within the same Income-tax jurisdiction or a different one.

The company should not simply assume that because the ROC has changed, the Income-tax jurisdiction has also changed. Instead, it should verify the JAO associated with the company’s PAN after the registered office change. If the Income-tax jurisdiction remains the same, the company generally only needs to ensure that its address and relevant profile information are updated. If the new location falls under a different Income-tax jurisdiction, the company should undertake the prescribed PAN migration process.

If the company needs to migrate its PAN to a new JAO, the company has to do the following:

• Write an application to the current AO stating the reason for the change as an address change.
• Write an application to the new AO, requesting him/her to apply to the existing AO for the change.
• The current AO has to accept this application.
• Once approved, the application is forwarded to the Income-tax Commissioner.
• After approval from the Commissioner, the AO is changed.

The company is required to submit a written request to its existing AO to migrate its PAN to the new AO based on its new address.

Compliance under GST

GST Compliance: Where a change in the registered office also results in a change in the address of the Principal Place of Business or Additional Place of Business furnished in the GST registration, the company is required to amend its GST registration particulars under Section 28 of the CGST Act, 2017, read with Rule 19 of the CGST Rules, 2017. The registered person must submit Form GST REG-14 electronically, along with the documents relating to the change, within 15 days of the occurrence of the change.

Since a change in the address of the Principal Place of Business or Additional Place of Business is a specified field requiring verification, the proper officer is required, after due verification, to approve the amendment within 15 working days and issue an order in Form GST REG-15, with the amendment taking effect from the date of occurrence of the event warranting the amendment.

Where the proper officer considers the amendment unwarranted or finds the supporting documents incomplete or incorrect, a show-cause notice may be issued in Form GST REG-03, to which the taxpayer is required to respond in Form GST REG-04 within the prescribed period. Where the response is unsatisfactory or no response is furnished, the amendment application may be rejected through Form GST REG-05.

Where the proper officer fails to take action within the prescribed statutory period, the registration is deemed to be amended to the extent applied for and the amended certificate is made available on the Common Portal.

If, however, a change in the constitution of the business results in a change in PAN, amendment of the existing registration is not permissible and a fresh registration must be obtained through Form GST REG-01.

Accordingly, a change in the registered office under the Companies Act does not, by itself, automatically require amendment of GST registration; the requirement arises where the GST-registered Principal Place of Business or Additional Place of Business has also changed.

Other Regulatory Compliance

Trademark Registrations

Where the company is the registered proprietor of trademarks, the address recorded in the Register of Trade Marks should be updated following the change in registered office. Under Rule 101 of the Trade Marks Rules, 2017, an alteration of the address of the registered proprietor is requested through Form TM-P. The company should accordingly update the address of its registered proprietor/address for service, as applicable, in respect of its registered trademarks.

Patent Registrations

Where the company is the registered patentee of patents, the address recorded in the Register of Patents should be updated following the change in registered office. Under Rule 94 of the Patents Rules, 2003, the patentee may request alteration of its address or address for service in the Register of Patents by making a request to the Controller along with the prescribed fee. The request may be made using Form 30 (General Form).

Foreign Exchange and FEMA Compliance

For entities with foreign investments or other Foreign Exchange Management Act (FEMA) reporting responsibilities, the company should review and, where applicable, update its registered-office address in the Entity Master maintained on the Reserve Bank of India’s (RBI) FIRMS portal following the change in registered office. Following this update, the company should ensure that its revised particulars are accurately reflected in subsequent applicable FEMA filings.

Labour Law Compliance

After a change in its registered office, a company must assess if the establishment or workplace associated with its labour registrations has also relocated. If the operational site has moved to the new location, the company is required to update its labour registrations and permits with the relevant authorities. However, if only the registered office has been moved and the business continues to operate from its original premises, the alteration of the registered office alone does not necessitate a revision of establishment-specific labour registrations.

For such establishments, any change associated with the establishment has to be updated as per the provisions under the different labour laws.

Occupational Safety, Health and Working Conditions Code, 2020

Under Section 3(4) of the Code, it is stated that any change in the ownership or management or in any particulars referred to in sub-section (2), which occurs after the registration of an establishment under this Code, shall be intimated by the employer electronically to the registering officer within thirty days of such change, and the registering officer shall make the required changes, as required. Form 1 of the OSH Rules could be used to file the latest details electronically.

EPFO Compliance

Employers are advised to log into the EPFO Employer Portal to verify the establishment profile and recorded address. The EPFO portal contains establishment-level data, including details and the address of the establishment. The EPFO’s own establishment search function offers access to Establishment Details, as per Form 5A submitted online by the employer. If the establishment has actually moved, the employer should update the applicable establishment/address particulars through the EPFO employer system.

ESIC Compliance

It also follows a model similar to ESIC and must be updated via the online module. The employer should access the ESIC/Shram Suvidha electronic registration system, review the establishment details, and update the workplace address and supporting particulars relating to the relocated establishment.

Compliance of a Factory

If the factory itself is relocated or any particulars recorded in the licence change, the licence must be amended in accordance with the applicable rules under the Occupational Safety, Health and Working Conditions Code, 2020 (OSHWC Code). Under the latest Central Rules, Form XXI is prescribed for the grant, renewal or amendment of a licence, including a common/single licence.

Contract Labour

A change in a company’s registered office does not automatically necessitate an amendment to its contractor’s licence as per the Occupational Safety, Health and Working Conditions Code, 2020. Section 47 of the Code mandates that contractors engaging contract labour must obtain a licence. Section 48 outlines the application and issuance procedures for these licences, and Section 50 requires contractors to report specific details about their contract work to the relevant government authority. Licence revocation, suspension, and amendment are addressed in Section 51.

Therefore, if a company’s registered office location is altered but the establishment, the nature of the contract work, and other pertinent details remain the same, the contractor’s licence does not need to be amended solely due to the change in registered office. It is still advisable for the company to examine its contractor’s licence and the information previously submitted under the Code to ascertain if any details are impacted by this change.